10QSB 1 first331.htm FIRSTBINGO.COM FORM 10-QSB FOR 03-31-01 FIRSTBINGO.COM Form 10-QSB for the period ended March 31, 2001

 

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549


FORM 10QSB

[X]

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001

OR

[ ]

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

COMMISSION FILE NUMBER 0-31289

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

NEVADA

N/A

(State of other jurisdiction of incorporation or organization)

(IRS Employer Identification Number)


180 Attwell Avenue
Suite 400
Toronto, Ontario
Canada M9W 6A9
(Address of principal executive offices)

(877) 463-4948
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [ x ] No [ ]

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of March 31, 2001: 22,588,000

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Board of Directors
FirstBingo.Com
Toronto, Ontario
CANADA

 

ACCOUNTANT'S REVIEW REPORT

 

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

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

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

The financial statements for the year ended December 31, 2000 and for the period from March 30, 1990 (inception) to December 31, 2000 were audited by us and we expressed an unqualified opinion on it in our report dated April 9, 2001. We have not performed any auditing procedures since that date.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has generated no revenue in recent years, and has suffered recurring losses from operations resulting in an accumulated deficit of $13,456,756 at March 31, 2001. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans regarding this issue are also discussed in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

 

Williams & Webster, P.S.
Certified Public Accountants
Spokane, Washington
May 8, 2001

F-1

 

 

 

 

 

 

 

 

FIRST BINGO.COM
BALANCE SHEETS
(FORMERLY VISTA MEDICAL TERRACE, INC.)
(A DEVELOPMENT STAGE COMPANY)

March 31, 2001 (Unaudited)

December 31, 2000

ASSETS

CURRENT ASSETS

Cash

$

13,346

$

2,308

Prepaid Expenses

1,778

_______-

TOTAL CURRENT ASSETS

15,124

2,308

PROPERTY AND EQUIPMENT

Software

1,705,841

1,705,841

TOTAL PROPERTY AND EQUIPMENT

1,705,841

1,705,841

TOTAL ASSETS

$

1,720,965

$

1,708,149

LIABILITIES & STOCKHOLDERS' EQUITY(DEFICIT)

CURRENT LIABILITIES

Accounts payable

$

48,636

$

38,183

Accounts payable, related party

42,392

-

Advance from shareholder

7,600

7,600

Accrued interest

51,391

36,950

Note payable - related party

530,502

410,552

TOTAL CURRENT LIABILITIES

680,521

493,285

COMMITMENTS AND CONTINGENCIES

________-

________-

STOCKHOLDERS' EQUITY (DEFICIT)

Common stock, 50,000,000 shares authorized, $.001 par value; 22,588,000 shares issued and outstanding

22,588

22,588

Additional paid-in capital

14,459,612

14,459,612

Stock options and warrants

15,000

15,000

Accumulated deficit during development stage

(13,456,756)

(13,282,336)

TOTAL STOCKHOLDERS' EQUITY (DEFICIT)

1,040,444

1,214,864

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

$

1,720,965

$

1,708,149

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

F-2

 

 

 

 

 

 

 

 

FIRST BINGO.COM
STATEMENTS OF OPERATIONS
(FORMERLY VISTA MEDICAL TERRACE, INC.)
(A DEVELOPMENT STAGE COMPANY)


Three Months Ended March 31, 2001 (Unaudited)



Three Months Ended March 31, 2001 Unaudited)

For the Period From March 30, 1990 (Inception) to March 31, 2001 (Unaudited)

REVENUES

$

-

$

-

$

-

COST OF REVENUES

-

GROSS PROFIT (LOSS)

_________-

_________-

_________-

EXPENSES

Consulting fees

________-

________-

4,007,297

Directors' fees

-

-

1,211,000

Salaries- Sales and Office

36,046

36,046

Marketing and public relations

10,673

-

7,914,611

Legal and professional fees

11,934

-

54,816

Travel and entertainment

24,819

-

37,298

Office and administration

6,678

-

15,534

Software and internet services

17,094

-

38,361

Trade Show Expenses

37,492

37,492

Trivia Bingo Development

7,863

7,863

Pilot development

7,380

_______-

45,047

TOTAL OPERATING EXPENSES

159,979

_________-

13,405,365

LOSS FROM OPERATIONS

(159,979)

-

(13,405,365)

OTHER INCOME AND (EXPENSES)

Interest expense

(14,441)

________-

(51,391)

TOTAL OTHER INCOME (EXPENSES)

(14,441)

________-

(51,391)

LOSS BEFORE INCOME TAXES

(174,420)

-

(13,456,756)

INCOME TAXES

________-

________-

________-

NET LOSS

$

(174,420)

$

_________-

$

(13,456,756)

BASIC AND DILUTED NET LOSS PER COMMON SHARE

$

(0.01)

$

________-

$

(1.21)

WEIGHTED AVERAGE NUMBER OF

COMMON STOCK SHARES OUTSTANDING,

BASIC AND DILUTED

22,588,000

10,488,000

11,137,621

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

F-3

FIRSTBINGO.COM
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
(FORMERLY VISTA MEDICAL TERRACE, INC.)
(A DEVELOPMENT STAGE COMPANY)

Deficit Accumulated During Development Stage



Total Stockholders' Equity (Deficit)

Common Stock


Additional Paid-in Capital

 

Stock Options

Number of Shares


Amount

Initial issuance of common stock in April 1990 for cash


10,488,000


$


10,488


$


(7,988)


$


-


$


-


$


2,500

Cumulative loss for the years ended December 31, 1990 through December 31, 1996



-



-



-



-



(3,200)



(3,200)

Balance, December 31, 1996

10,488,000

10,488

(7,988)

-

(3,200)

(700)

Loss for year ending, December 31, 1997


_______-


_______-


_______-


_______-


(1,050)


(1,050)

Balance, December 31, 1997

10,488,000

10,488

(7,988)

-

(4,250)

(1,750)

Loss for year ending, December 31, 1998


_______-


_______-


_______-


_______-


(1,275)


(1,275)

Balance, December 31, 1998

10,488,000

10,488

(7,988)

-

(5,525)

(3,025)

Loss for year ending December 31, 1999


_______-


_______-


_______-


_______-


(1,575)


(1,575)

Balance, December 31, 1999

10,488,000

10,488

(7,988)

-

(7,100)

(4,600)

Issuance of common stock for services at an average of $2.13 per share


6,100,000


6,100


12,973,600


-


-


12,979,700

Options issued for consulting fees


-


-


-


15,000


-


15,000

Issuance of common stock for acquisition of Lucky Port Limited at an average of $0.50 per share

 


6,000,000

 


6,000

 


1,494,000

 


-

 


-

 


1,500,000

Loss for year ending December 31, 2000


_______-


_______-


_______-


________-


(13,275,236)


(13,275,236)

Balance, December 31, 2000

22,588,000

22,588

14,459,612

15,000

(13,282,336)

1,214,864

Loss for three months ending March 31, 2001


_______-


_______-


_______-


_______-


(174,420)


(174,420)

Balance, March 31, 2001 (unaudited)


28,588,000


$


28,588


$


14,459,612


$


15,000


$


(13,456,756)


$


1,040,444

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

F-4

FIRST BINGO.COM
STATEMENT OF CASH FLOWS
(FORMERLY VISTA MEDICAL TERRACE, INC.)
(A DEVELOPMENT STAGE COMPANY)

 



Three Months Ended March 31, 2001 (Unaudited)

 

Three Months Ended March 31, 2000 (Unaudited)



For the Period From March 30, 1990 (Inception) to March 31, 2001 (Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss

$

(174,420)

$

-

$

(13,456,756)

Adjustments to reconcile net loss to net cash used by operating activities:

Services paid by issuance of common stock

-

-

12,979,700

Services paid by issuance of common stock options


-


-


15,000

Increase in:

Prepaid expenses

(1,778)

-

(1,778)

Advances from shareholders

-

-

7,600

Accrued interest

14,441

-

51,391

Accounts payable

10,453

48,636

Accounts payable, related party

42,392

________-

42,392

Net cash used in operating activities

(108,912)

________-

(313,815)

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of software

________-

________-

(205,841)

Net cash used in investing activities

________-

________-

(205,841)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from notes payable - related party

119,950

-

530,502

Issuance of stock

________-

________-

2,500

Net cash provided by financing activities

119,950

________-

533,002

Net increase (decrease) in cash

11,038

-

13,346

Cash, beginning of period

2,308

_________-

________-

Cash, end of period

$

13,346

$

________-

$

13,346

SUPPLEMENTAL DISCLOSURES:

Cash paid for interest and income taxes:

Interest

$

________-

$

________-

$

________-

Income taxes

$

________-

$

________-

$

________-

NON-CASH INVESTING AND FINANCING ACTIVITIES:

Services paid by issuance of stock

$

-

$

-

$

12,979,900

Services paid by issuance of stock options

$

-

$

-

$

15,000

Stock issued for computer software

$

-

$

-

$

1,500,000

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

F-5

FIRSTBINGO. COM
(Formerly Vista Medical Terrace, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2001

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

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

The Company is in the development stage and as of March 31, 2001 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.

Going Concern

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

As shown in the accompanying financial statements, the Company incurred a net loss of $174,420 for the three months ended March 31, 2001. The Company is currently putting technology in place that will, if successful, mitigate these factors that raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

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

F-6

 

 

 

FIRSTBINGO. COM
(Formerly Vista Medical Terrace, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2001

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Principles of Consolidation

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

Accounting Method

The Company's financial statements are prepared using the accrual method of accounting.

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 anit-dilutive.

Cash and Cash Equivalents

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

Provision for Taxes

At March 31, 2001, the Company had a net operating loss of approximately $170,000. No provision for taxes or tax benefit has been reported in the financial statements, as there is not a measurable means of assessing future profits or 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 March 1995, the Financial Accounting Standards Board issued a statement titled "Accounting for Impairment of Long-lived Assets." In complying with this standard, the Company reviews its long-lived assets quarterly to determine if any events or changes in circumstances have transpired which indicate that the carrying value of its assets may not be recoverable. The Company does not believe any additional adjustments are needed to the carrying value of its assets at March 31, 2001.

F-7

FIRSTBINGO. COM
(Formerly Vista Medical Terrace, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2001

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Derivative Instruments

In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities." This standard establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the consolidated balance sheet and measure those instruments at fair value.

At March 31, 2001, the Company has not engaged in any transactions that would be considered derivative instruments or hedging activities.

NOTE 3 - INTANGIBLE ASSETS

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

NOTE 4 - COMMON STOCK

Upon incorporation, the Company issued 57,000 shares of common stock for $2,500. During the years ending December 31, 1990 through December 31, 1996, the Company was dormant and had minimal activity, resulting in a combined loss of $3,200. There were no additional stock transactions during this period. In 1997, the Company's board of directors authorized a 92-for-1 forward stock split, which increased the number of issued and outstanding shares to 5,244,000. In 1999, the Company authorized a 2-for-1 forward split, which increased the number of issued and outstanding shares to 10,488,000. All financial statement information herein has been changed to reflect these stock splits. These stock splits resulted in the Company incurring negative additional paid-in capital, which is reflected in the financial statements for the year ended December 31, 1999.

During 2000, the Company issued 6,100,000 shares for services which were valued at the fair market value at the date of grant of the shares. Under a 1999 agreement, the Company acquired Lucky Port Ltd, a British Virgin Islands corporation, whose sole asset was computer software. This agreement required the Company to issue 6,000,000 shares of its common stock. This stock was issued during the year ended December 31, 2000.

F-8

FIRSTBINGO. COM
(Formerly Vista Medical Terrace, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2001

NOTE 4 - COMMON STOCK (continued)

Valuation of these shares was determined based upon values at the original signing date of the agreement. The value of the shares issued in 2000 was sufficient to eliminate the negative additional paid-in capital.

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. An officer of the Company provides office space to the Company at no charge. The value of this space is not considered significant to the financial statements. The Company also received uncollateralized advances from a related party to pay certain expenses. These advances bear no interest and are reflected in the financial statements as advances from shareholder.

The Company received funds from a related party in the form of an unsecured loan. This credit facility is a drawdown loan, with a maximum loan limit of $750,000. Interest is payable at 12% per annum, based upon the principal outstanding, and is due when the loan is called. At March 31, 2001, the Company had received $530,502 from this loan. The loan is due on demand, subject to 30 days written notice. Interest on this loan in the amount of $14,441 for the three months ending March 31, 2001 was recorded in the accompanying financial statements and is included in accrued interest.

NOTE 6-STOCK OPTIONS

During the year ended December 31, 2000, the board of directors granted options to acquire 1,000,000 common stock shares for prices ranging from $7.00 to $13.00 per share to consultants for marketing and public relations services.

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 0.30, and the expected life of the options is one year. Accordingly, $15,000 is recorded in the accompanying financial statements.

 

 

 

 

 

 

 

 

 

F-9

FIRSTBINGO. COM
(Formerly Vista Medical Terrace, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2001

NOTE 6-STOCK OPTIONS (Continued)

The following is a summary of stock option activity:

 

 

 

Number of Shares

 

Weighted Average Exercise Price

 

 

 

 

 

 

 

Outstanding at January 1, 2000

 

-

$

-

 

Granted

 

1,000,000

 

10.00

 

Exercised

 

-

 

-

 

Forfeited

 

________-

 

_______-

 

Outstanding at December 31, 2000

 

1,000,000

$

____10.00

 

Options Exercisable at December 31, 2000

 

1,000,000

$

____10.00

 

Outstanding at January 1, 2001

 

1,000,000

$

10.00

 

Granted

 

-

 

-

 

Exercised

 

-

 

-

 

Forfeited

 

________-

 

________-

 

Outstanding at March 31, 2001

 

1,000,000

$

____10.00

 

Options Exercisable at March 31, 2001

 

1,000,000

$

____10.00

 

NOTE 7 - CONCENTRATIONS

The Company does not at the present time have a checking account. All cash disbursements prior to March 31, 2001 were handled through a trust account maintained by the law office of the former president of the Company.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

During 1999, the Company entered into an agreement with Lucky Port Limited, a British Virgin Islands corporation, (hereinafter "Lucky") whereby the Company would acquire 100% of the stock of Lucky in exchange for 3,000,000 shares of the Company. These shares were valued at $0.50 per share, which was the fair market value of the shares on the date the agreement was signed. This agreement was finalized in 2000, with the issuance of 6,000,000 shares of post-split stock. See Note 4.

 

 

 

 

F-10

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

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

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

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

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

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

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 14th day of May, 2001

FIRSTBINGO. COM

(Registrant)

By: /s/ Richard L. Wachter
Richard L. Wachter, President, and a member of the Board of Directors