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SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N.W.
Washington, D. C. 20549
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FORM 10-SB/A-1
General Form for Registration of Securities
Pursuant to Section 12(b) or (g) of
The Securities Exchange Act of 1934
FirstBingo.com
(Exact name of registrant as specific in its charter)
Nevada N/A
(State of Incorporation) (I.R.S. Employer
Identification No.)
180 Attwell Drive
Suite 400
Toronto, Ontario, Canada M9W 6A9
(Address of executive offices, including postal code)
Registrant's telephone number: (877) 463-4948
Copies to: Conrad C. Lysiak, Esq.
601 West First Avenue
Suite 503
Spokane, Washington 99201
(509) 624-1475
FAX (509) 747-1770
Securities to be registered pursuant to Section 12(b) of the Act:
NONE
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(Title of Class)
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK
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(Title of Class)
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ITEM 1. DESCRIPTION OF BUSINESS.
History
FirstBingo.com (the "Company") was incorporated under the laws of
the State of Nevada on March 30, 1990, as Vista Medical Terrace, Inc.
to engage in the business of "pay-to-play" Bingo and other related
games
On May 26, 1999, the Company changed its business purpose to a
free Internet based Trivia Bingo game and changed its name to
FirstBingo.com.
On March 8, 1997, the Company forward split its shares of common
stock on a 92 for 1 basis.
On May 26, 1999, the Company changed its name from Vista Medical
Terrace to FirstBingo.com and changed its business to Internet Trivia
and TV Trivia Bingo.
On June 28, 1999, the Company forward split its shares of common
stock on a 2 for 1 basis.
General
As of the date of this registration statement, the Company has not
engaged in business. The description which follows, is the Company's
plan of operation. It has not implemented any of the ideas set forth
below and there is no assurance that the Company will ever implement
its plan of operation.
The Company is planning to develop and produce a game called
"Trivia Bingo." Trivia Bingo will be played over the Internet and will
be free to all participants. Trivia Bingo combines the skill-testing
aspect of trivia with the excitement of Bingo and is played on the
Internet.
Trivia Bingo
Trivia Bingo will be divided into two divisions. One division
will be an Internet Trivia Bingo game played on the Internet and the
other division will be a television game show. Internet Trivia Bingo
will allow registered users to compete for a variety of prize and cash
giveaways. There will be no cost to a player wishing to play Trivia
Bingo on the internet. Each week, during production of the Trivia
Bingo television game show, three Internet Trivia Bingo players will be
randomly drawn to appear of the television game show.
The Company has recently completed the development of a Beta
version of its Internet Trivia Bingo game and Trivia Bingo is now
operational on the Internet. It is anticipated that the final version
of the Internet game will be available shortly. The Company's web site
is at www.FirstBingo.com.
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Registration for Internet Bingo
Players already registered with the Company 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 prize giveaways and to qualify for an opportunity to
participate in TV Trivia Bingo.
The Website
The Company's website will be 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 will be
provided in a Windows-based, menu driven format with "point and click"
interactively.
The website will be controlled at all times by the Company. The
Company will be able to monitor the play of Trivia Bingo over the
internet.
The Company's website will allow 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 will be 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" will
be covered squares. However, unlike traditional Bingo, the squares
will not be covered with pennies or blotters, but rather with an
advertiser's logo. The initial advertising logos will form what is
known as the "Magic Cross". The "Magic Cross" effectively divides the
BINGO card into four separate quadrants.
The Company will 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) may 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.
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If the player does not have an Instant Win Card , the player moves
to the Trivia Challenge phase of the game.
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. 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 prize giveaways. A player can also win an
instant cash or prize giveaway if an Instant Win Card is randomly
generated at the start of the game.
Compatibility
The Company's 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 will be selected by random draw 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, the
Company has 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.
Revenues
First and foremost the Company is an advertiser/sponsor supported
website. The Company plans to generate revenues from 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, the Company has not sold any
advertising space on its Internet website nor has the Company secured
any sponsorship for its proposed television program. There is no
assurance that the Company will ever sell any advertising on its
website or secure any sponsorship for its television program.
In addition, the Company will generate revenues from the sale of
its Trivia Bingo CD Game and Trivia Bingo Video Terminals. The Trivia
Bingo Video Terminals may also generate significant royalty income.
Trivia Bingo CD Game
The Company is developing a CD game version of Internet Trivia
Bingo. The Company anticipates producing the first CDs in the fourth
quarter of fiscal year 2000. 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.
Trivia Bingo Video Terminals
The Company is 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.
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
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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.
Manufacturing of the CDs and Video Terminals
The Company is 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
The Company expects that a significant portion of its first year
expenses will be related to advertising and marketing. FirstBingo
anticipates using banner advertising featuring hot links on strategic
Internet portal and search engine sights such as Hotmail(R), Yahoo(R)
and Alta Vista(R) Each of these sites boasts more than one million
visits each day and will prove an invaluable source to generate
awareness of FirstBingo's Internet Trivia Bingo game. Strategic
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, the Company has not initiated any research
to determine the parameters of its advertising or the medium which it
may choose.
Competition
The Company will compete with other companies marketing bingo
related entertainment products and services and companies offering
games of skill involving the answer of trivia questions.
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The Company expects to encounter significant competition from
existing advertiser/sponsor-supported websites. Many of the Company's
existing and potential competitors have or may have, as the case may
be, greater capital and other resources than the Company and may choose
to adopt a marketing plan similar to that proposed by the Company.
There can be no assurance that the Company will be able to generate
meaningful revenues or earnings from its proposed Trivia Bingo
operations or otherwise successfully compete in the future.
Software
In order to initiate the development of Trivia Bingo, the Company
has 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 the exclusive property of the
Company 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
The Company estimates that its website will be fully developed and
commercialized prior to the end of fourth quarter 2000. Standard beta
testing of the site will take place but is not anticipated to be
onerous given the relatively simple nature of the game
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, the Company believes 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. Furthermore, the Trivia Bingo game promoted by the
Company does not require the player to advance any consideration in
order to play. 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.
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The Company believes that as of the date of this registration
statement, 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.
It is the Company's understanding 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). The Company's policy will be to not offer its 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.
Company's Office
The Company's headquarters are located at 180 Attwell Drive, Suite
400 Toronto, Ontario, Canada M9W 6A9 and its telephone number (877)
463-4948.
Employees
The Company is a development stage company and currently has no
employees other than its Officers and Directors. The Company intends
to hire additional employees as needed.
Risk Factors
1. No History of Earnings. The Company has no operating history
and is subject to all of the risks inherent in a developing business
enterprise including lack of cash flow and service acceptance.
2. Company's Assets. The Company owns no tangible property or
assets. The Company does own the software which currently operates the
Beta version of Trivia Bingo and all other intellectual property
associated with the business of the Company.
3. The Company's Business Plan Has Not Been Implemented. While
the Company plans to conduct its business as described above, as of the
date hereof it has not initiated or implemented its proposed business
in any manner other than the discussion of its proposed business plan.
There is no assurance that the Company's proposed business plan will
ever be implemented.
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4. Development and Market Acceptance of Services. The Company's
success and growth will depend upon the Company's ability to market its
services and generate significant interest in its website. The
Company's success will depend in part upon the market's acceptance of,
and the Company's ability to deliver and support the Internet Trivia
Bingo game.
5. Dependence on Technology Supplier. The Company will be
dependent upon an outside technology supplier for the preparation and
creation of its web site and Trivia Bingo game The unavailability of
such services may result in the Company incurring significant
additional expenses and time delays in bringing the Trivia Bingo game
to market.
6. Liquidity; Need for Additional Financing. The Company does
not have the cash it needs for at least the next twelve months based
upon its internally prepared budget. Further, the Company's cash
requirements are not easily predictable and there is a possibility that
its budget estimates will prove to be inaccurate. If the Company is
unable to generate a positive cash flow, it will be required to curtail
operations substantially and seek additional capital. There is no
assurance that the Company will be able to obtain additional capital if
required, or if capital is available, to obtain it on terms favorable
to the Company. The Company may suffer from a lack of liquidity in the
future which could impair its short-term marketing and sales efforts
and adversely affect its results of operations.
7. Foreign Operations Risks. The Company's principal business
operations will be located in Canada. Canadian laws relating to bingo,
taxation, business licensing and other areas may be different from
those typically encountered in the United States. Currently, there are
a number of Internet related websites operating from Canada. Although
management intends to ensure that all agreements, permits, licenses
and/or regulatory approvals are adequately addressed and followed,
there can be no assurance that the regulatory climate in the future in
Canada will not change in a materially negative way for the Company.
8. Potential Liabilities. The Company could potentially
encounter liabilities with respect to operation of its Internet bingo
website. Prior to any user commencing play on the Company's site, the
user must read and acknowledge by point and click, the respective
conditions of play. Such conditions have been developed by
FirstBingo.com and form part of the standard user registration format
in form similar to other licensed sites. The conditions specifically
include the fact that the player fully understands, agrees to, becomes
a party to and shall abide by all rules, regulations, terms and
conditions, contained in the user play agreement.
9. Competition. Most of the Company's competitors have
substantially greater financial, technical and marketing resources than
the Company. In addition, the Company's services compete directly with
all other companies striving to earn revenues from advertiser/sponsor-
supported websites.
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10. Reliance Upon Its Sole Director and Officer. The Company is
wholly dependent, at the present, upon the personal efforts and
abilities of its sole Officer and Director, who exercises control over
the day to day affairs of the Company.
11. Issuance of Additional Shares. 31,412,000 shares of Common
Stock or 63% of the 50,000,0000 authorized shares of Common Stock of
the Company are unissued. The Board of Directors has the power to
issue such shares, subject to shareholder approval, in some instances.
Although the Company presently has no commitments or contracts to issue
any additional shares to other persons. The Company may in the future
attempt to issue shares to acquire products, equipment or properties,
or for other corporate purposes. Any additional issuance by the
Company, from its authorized but unissued shares, would have the effect
of diluting the interest of existing shareholders.
12. Indemnification of Officers and Directors for Securities
Liabilities. The laws of the State of Nevada provide that the Company
could indemnify any Director, Officer, agent and/or employee as to
those liabilities and on those terms and conditions as are specified in
the Corporation Act of the State of Nevada. Further, the Company may
purchase and maintain insurance on behalf of any such persons whether
or not the corporation would have the power to indemnify such person
against the liability insured against. The foregoing could result in
substantial expenditures by the Company and prevent any recovery from
such Officers, Directors, agents and employees for losses incurred by
the Company as a result of their actions. Further, the Company has
been advised that in the opinion of the Securities and Exchange
Commission, indemnification is against public policy as expressed in
the Securities Act of 1933, as amended, and is, therefore,
unenforceable.
13. Cumulative Voting, Preemptive Rights and Control. There are
no preemptive rights in connection with the Company's Common Stock.
Shareholders may be further diluted in their percentage ownership of
the Company in the event additional shares are issued by the Company in
the future. Cumulative voting in the election of Directors is not
provided for. Accordingly, the holders of a majority of the shares of
Common Stock, present in person or by proxy, will be able to elect all
of the Company's Board of Directors.
14. No Dividends Anticipated. At the present time the Company
does not anticipate paying dividends, cash or otherwise, on its Common
Stock in the foreseeable future. Future dividends will depend on
earnings, if any, of the Company, its financial requirements and other
factors.
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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 fourth quarter of
2000. There is no assurance, however, that the Company will earn said
revenues as planned.
ITEM 3. DESCRIPTION OF PROPERTIES.
The Company does not own any real or personal property. The
Company owns no tangible assets.
The Company's headquarters are located 180 Attwell Drive, Suite
400 Toronto, Ontario, Canada M9W 6A9 and its telephone number is (877)
463-4948. The Company leases its office space from Leoben Properties
Limited, pursuant to a verbal lease agreement.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The following table sets forth the Common Stock ownership of each
person known by the Company to be the beneficial owner of five percent
or more of the Company's Common Stock, each director individually and
all officers and directors of the Company as a group. Each person has
sole voting and investment power with respect to the shares of Common
Stock shown, unless otherwise noted, and all ownership is of record and
beneficial.
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Name and Number of Percent of
address of owner Shares Position Class
Paul R. LeBreux 500,000 [1] President, Secretary, 2.69%
62 Government Road Treasurer, and Chief
Toronto, Ontario Financial Officer
Canada M8X 1W3
ALL OFFICERS AND 500,000 2.69%
DIRECTORS AS A
GROUP (1 Person)
The Bentley Group Ltd. 7,850,000 [2] 42.23%
Cable Beach Crt.
Suite #1
West Bay St.
P.O. Box CB-11728
Nassau, Bahamas
[1] Represented by an option to acquire up to 500,000 shares of common
stock at an exercise price of $4.00 per share. The exercise
period of the option is from May 1, 2000 to December 31, 2001.
[2] The Bentley Group Ltd. is a Turks & Caicos Island, BWI
corporation. Its sole officer, director and shareholder is
Richard Wachter. Mr. Wachter exercises the sole control over The
Bentley Group Ltd. Mr. Paul LeBreux, the Company's sole officer
and director does not exercise any control over The Bentley Group
Ltd.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
The officers and directors of the Company are as follows:
Name Age Position
Paul R. LeBreux 34 President, Secretary, Treasurer,
Chief Executive Officer and a
member of the Board of Directors
Directors serve for a term of one year and are elected at the
annual meeting of shareholders. The Company's officers are appointed
by the Board of Directors and hold office at the discretion of the
Board of Directors.
Paul R. LeBreux - President, Secretary, Treasurer, Chief Executive
Officer and member of the Board of Directors.
Since April 13, 2000, Mr. LeBreux has been the sole officer and
director of the Company. Since 1993, Mr. LeBreux has been a partner
in the law firm of Harris & Harris located in Toronto, Ontario, Canada.
<PAGE> 13
ITEM 6. EXECUTIVE COMPENSATION.
Summary Compensation
The following table sets forth the compensation paid by the
Company from inception through December 31, 1999, for each officer and
director of the Company. This information includes the dollar value of
base salaries, bonus awards and number of stock options granted, and
certain other compensation, if any.
SUMMARY COMPENSATION TABLE
Long-Term Compensation
Annual Compensation Awards Payouts
Securities
Names Other Under Restricted Other
Executive Annual Options/ Shares or Annual
Officer and Compen- SARs Restricted LTIP Compen-
Principal Year Salary Bonus sation Granted Share Payouts sation
Position Ended (US$) (US$) (US$) (#) Units (US$) (US$) (US$)
Paul R. 1999 0 0 0 0 0 0 0
LeBreux 1998 0 0 0 0 0 0 0
President, 1997 0 0 0 0 0 0 0
Treasurer/
Secretary
The Company anticipates paying the following salaries in 2000:
Paul R. LeBreux [1] President and $150,000
Secretary/Treasurer
[1] The foregoing salary will be paid to the law firm of Harris &
Harris as consideration for the services rendered by Mr. LeBreux.
In addition, Harris & Harris will receive an option to acquire up
to 500,000 shares of common stock at an exercise price of $4.00
per share.
There are no other stock option plans, retirement, pension, or
profit sharing plans for the benefit of the Company's officers and
directors other than as described herein.
Option/SAR Grants
The following grants of stock options, whether or not in tandem
with stock appreciation rights ("SARs") and freestanding SARs have been
made to officers and/or directors:
Number of
Securities
Number of Underlying
Securities Options/SARs
Underlying Granted Exercise Number of Expir-
Options During Last or Base Options ation
Name SARs Granted 12 Months Price ($/Sh) Exercised Date
Paul R. LeBreux 500,000 500,000 $4.00 -0- 12/31/2001
<PAGE> 14
Long-Term Incentive Plan Awards
The Company does not have any long-term incentive plans that
provide compensation intended to serve as incentive for performance.
Compensation of Directors
Directors do not receive any compensation for serving as members
of the Board of Directors.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
In April 2000 the Company entered into an oral agreement with the
law firm of Harris & Harris to hire Mr. Paul R. LeBreux as its
President, Secretary, Treasurer, and Chief Executive Officer in
consideration of $50,000 payable quarterly in advance and options to
acquire 500,000 shares of common stock.
ITEM 8. LEGAL PROCEEDINGS.
The Company is not a party to any pending or threatened litigation
and to its knowledge, no action, suit or proceedings have been
threatened against its officers and its directors.
ITEM 9. MARKET PRICE FOR COMMON EQUITY AND OTHER SHAREHOLDER MATTERS.
Until May 17, 2000 the Company's shares were traded on the
Bulletin Board operated by the National Association of Securities
Dealers, Inc. (the "Bulletin Board") under the trading symbol "FBIG"
The Company's shares began trading on June 21, 1999 On January 4,
1999, the NASD amended its rules regarding listing of securities for
trading on the Bulletin Board which it operates. Effective January 4,
1999, securities of corporations will not be listed for trading on the
Bulletin Board unless the corporation files reports pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934. Accordingly, the
Company's common stock was delisted from the Bulletin Board on May 18,
2000 and began trading on the Pink Sheets operated by the National
Quotation Bureau. The Company's Common Stock will not be relisted for
trading on the Bulletin Board until such time as this registration is
declared effective by operation of law and the Company has satisfied
all outstanding comments issued by the Securities and Exchange
Commission.
Summary trading by quarter for the 1999, and 1998 fiscal years
and the first two quarters of 2000 are as follows:
Fiscal Quarter High Bid [1] Low Bid [1]
2000
Third Quarter 4.75 4.25
Second Quarter 4.875 4.50
First Quarter 5.62 4.25
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1999
Fourth Quarter 6.437 5.968
Third Quarter 6.37 6.25
Second Quarter 0 0
First Quarter 0 0
1998
Fourth Quarter 0 0
Third Quarter 0 0
Second Quarter 0 0
First Quarter 0 0
[1] These quotations reflect inter-dealer prices, without retail mark-
up, mark-down or commissions and may not represent actual
transactions.
As of September 30, 2000, the Company has 25 holders of record of
its Common Stock.
The Company has not paid any dividends since its inception and
does not anticipate paying any dividends on its Common Stock in the
foreseeable future.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.
The Company has 18,588,000 shares of Common Stock issued and
outstanding as of September 30, 2000. Of the 18,588,000 shares of the
Company's Common Stock outstanding 6,808,000 are freely tradable and
11,780,000 are restricted securities as than term is defined in Rule
144 of the Securities Act of 1933 (the "Act").
ITEM 11. DESCRIPTION OF SECURITIES.
Common Stock
The authorized Common Stock of the Company consists of 50,000,000
shares, $0.001 par value per share. All shares have equal voting
rights, are non-assessable and have one vote per share. Voting rights
are not cumulative and, therefore, the holders of more than 50% of the
Common Stock could, if they choose to do so, elect all of the directors
of the Company.
Upon liquidation, dissolution or winding up of the Company, the
assets of the Company, after the payment of liabilities, will be
distributed pro rata to the holders of the Common Stock. The holders
of the Common Stock do not have preemptive rights to subscribe for any
securities of the Company and have no right to require the Company to
redeem or purchase their shares. The shares of Common Stock presently
outstanding are fully paid and non-assessable.
<PAGE> 16
Dividends
Holders of the Common Stock are entitled to share equally in
dividends when, as and if declared by the Board of Directors of the
Company, out of funds legally available therefore. No dividend has
been paid on the Common Stock since inception, and none is contemplated
in the foreseeable future.
Transfer Agent
The Company's transfer agent is Alpha Tech Stock Transfer, 929
East Spiers Lane, Draper, Utah 84020 and its telephone number is (801)
571-5518.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The laws of the state of Nevada under certain circumstances
provide for indemnification of the Company's Officers, Directors and
controlling persons against liabilities which they may incur in such
capacities. A summary of the circumstances in which such
indemnification is provided for is contained herein, but this
description is qualified in its entirety by reference to the Company's
Articles of Incorporation and to the statutory provisions.
In general, any Officer, Director, employee or agent may be
indemnified against expenses, fines, settlements or judgments arising
in connection with a legal proceeding to which such person is a party,
if that person's actions were in good faith, were believed to be in the
Company's best interest, and were not unlawful. Unless such person is
successful upon the merits in such an action, indemnification may be
awarded only after a determination by independent decision of the Board
of Directors, by legal counsel, or by a vote of the shareholders, that
the applicable standard of conduct was met by the person to be
indemnified.
The circumstances under which indemnification is granted in
connection with an action brought on behalf of the Company is generally
the same as those set forth above; however, with respect to such
actions, indemnification is granted only with respect to expenses
actually incurred in connection with the defense or settlement of the
action. In such actions, the person to be indemnified must have acted
in good faith and in a manner believed to have been in the Company's
best interest, and have not been adjudged liable for negligence or
misconduct.
<PAGE> 17
ITEM 13. FINANCIAL STATEMENTS.
FirstBingo.com
(A Development Stage Company)
TABLE OF CONTENTS
INDEPENDENT AUDITOR'S REPORT F-1
FINANCIAL STATEMENTS
Assets F-2
Liabilities and Stockholders' Equity F-3
Statements of Operations F-4
Statement of Stockholders' Equity F-5
Statements of Cash Flows F-6
NOTES TO FINANCIAL STATEMENTS F-7 - F-11
<PAGE> 18
INDEPENDENT AUDITORS' REPORT
Board of Directors October 16, 2000
FIRSTBINGO.COM
Toronto, Canada
I have audited the accompanying Balance Sheets FIRSTBINGO.COM,
(Formerly Vista Medical Terrace, Inc.), (A Development Stage
Company), as of September 30, 2000, December 31, 1999, and December
31, 1998, and the related statements of operations, stockholders'
equity and cash flows for the period January 1, 2000, to September
30, 2000, and the two years ended December 31, 1999, December 31,
1998. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on
these financial statements based on my audit.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit 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. I believe that my audit provides a reasonable
basis for my opinion.
In my opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of
FIRSTBINGO.COM (Formerly Vista Medical Terrace, Inc.), (A Development
Stage Company), as of September 30, 2000, December 31, 1999, and
December 31, 1998, and the results of its operations and cash flows
for the period January 1, 2000, to September 30, 2000, and the two
years ended December 31, 1999, and December 31, 1998, in conformity
with generally accepted accounting principles.
The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. As discussed
in Note #6 to the "NOTES TO FINANCIAL STATEMENTS," the Company has
had no operations and has no established source of revenue. This
raises substantial doubt about its ability to continue as a going
concern. Management's plan in regard to these matters is described in
Note #6. These financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/s/ Barry L. Friedman
Barry L. Friedman
Certified Public Accountant
1582 Tulita Drive
Las Vegas, NV 89123
(702) 361-8414
F-1
<PAGE> 19
FIRSTBINGO.COM.
(Formerly Vista Medical Terrace, Inc.)
(A Development Stage Company)
BALANCE SHEET
ASSETS
Sept. December December
30, 2000 31, 1999 31, 1998
CURRENT ASSETS
CASH $ 1,127 $ - $ -
--------- --------- --------
TOTAL CURRENT ASSETS $ 1,127 $ - $ -
--------- --------- --------
OTHER ASSETS $ - $ - $ -
--------- --------- --------
TOTAL OTHER ASSETS $ - $ - $ -
--------- --------- --------
TOTAL ASSETS $ 1,127 $ - $ -
--------- --------- --------
The accompanying notes are an integral part of these financial
statements.
F-2
<PAGE> 20
FIRSTBINGO.COM.
(Formerly Vista Medical Terrace, Inc.)
(A Development Stage Company)
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
Sept. December December
30, 2000 31, 1999 31, 1998
CURRENT LIABILITIES
Stockholders'
Advances (Note #8) $ 321,168 $ 4,600 $ 3,025
--------- -------- --------
TOTAL CURRENT LIABILITIES $ 321,168 $ 4,600 $ 3,025
--------- -------- --------
STOCKHOLDERS' EQUITY (Note #4)
Common stock, $.001 par value
Authorized 50,000,000 shares
Issued and outstanding at
December 31, 1998 -5,244,000 shs. $ 5,244
December 31, 1999 -10,488,000 shs. $ 10,488
Sept. 30, 2000 -10,488,000 shs. $ 10,488
Additional Paid-In Capital (7,988) (7,988) (2,744)
Deficit accumulated during
The development stage (322,541) (7,100) (5,525)
--------- -------- --------
TOTAL STOCKHOLDERS' EQUITY $(320,041)$ (4,600) $ (3,025)
--------- -------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 1,127 $ 0 $ 0
--------- -------- --------
The accompanying notes are an integral part of these financial
statements.
F-3
<PAGE> 21
FIRSTBINGO.COM.
(Formerly Vista Medical Terrace, Inc.)
(A Development Stage Company)
STATEMENT OF OPERATIONS
Jan. 1, Year Year Mar.30,1990
2000, to Ended Ended (Inception)
Sep. 30, Dec. 31, Dec. 31, to Sep. 30,
2000 1999 1998 2000
INCOME
Revenue $ - $ - $ - $ -
---------- ----------- ---------- ----------
EXPENSES
General and
Administrative $ 110,312 $ 1,575 $ 1,075 $ 117,412
Trivia Bingo
Development 188,129 - - 188,129
TV Pilot Bingo 17,000 - - 17,000
---------- ----------- ---------- ----------
TOTAL EXPENSES $ 315,441 $ 1,575 $ 1,275 $ 322,541
---------- ----------- ---------- ----------
NET PROFIT/LOSS (-) $ (315,441) $ (1,575) $ (1,275) $ (322,541)
---------- ---------- ---------- ----------
Net Loss per share -
Basic and diluted
(Note #2) $ (.3008) $ (.0002) $ (.0001) $ (.3075)
---------- ---------- ---------- ----------
Weighted average
Number of common
shares outstanding 10,488,000 10,488,000 10,488,000 10,488,000
---------- ---------- ---------- ----------
The accompanying notes are an integral part of these financial
statements.
F-4
<PAGE> 22
FIRSTBINGO.COM.
(Formerly Vista Medical Terrace, Inc.)
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Additional Accumu-
Common Stock paid-in lated
Shares Amount Capital Deficit
Balance,
December 31, 1996 57,000 $ 57 $ 2,443 $ (3,200)
March 8, 1997
Forward stock split
92:1 5,187,000 5,187 (5,187)
Net loss year ended
December 31, 1997 (1,050)
---------- --------- --------- -----------
Balance,
December 31, 1997 5,244,000 $ 5,244 $ (2,744)$ (4,250)
Net loss year ended
December 31, 1998 (1,275)
---------- --------- --------- -----------
Balance,
December 31, 1998 5,244,000 $ 5,244 $ (2,744)$ (5,525)
June 28, 1999
Forward Stock Split
2:1 5,244,000 5,244 (5,244)
Net loss year ended
December 31, 1999 (1,575)
---------- --------- --------- -----------
Balance,
December 31, 1999 10,488,000 $ 10,488 $ (7,988)$ (7,100)
Net Loss
January 1, 2000
To September 30, 2000 (315,441)
---------- --------- --------- -----------
Balance,
September 30, 2000 10,488,000 $ 10,488 $ (7,988)$ (322,541)
---------- --------- --------- -----------
The accompanying notes are an integral part of these financial
statements.
F-5
<PAGE> 23
FIRSTBINGO.COM.
(Formerly Vista Medical Terrace, Inc.)
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Jan. 1, Year Year Mar.30,1990
2000, to Ended Ended (Inception)
Sep. 30, Dec. 31, Dec. 31, to Sep.30,
2000 1999 1998 2000
Cash Flows from
Operating Activities
Net Loss $ (315,441) $ (1,575) $ (1,275) $ (322,541)
Adjustment to
Reconcile net loss
To net cash provided
by operating
Activities: - - - -
Changes in assets and
Liabilities - - - -
Increase in current
Liabilities
Stockholders'
Advances 316,568 1,575 1,275 321,168
---------- -------- -------- ----------
Net cash used in
Operating activities $ 1,127 $ - $ - $ (1,373)
Cash Flows from
Investing Activities - - - -
Cash Flows from
Financing Activities
Issuance of Common
Stock for Cash - - - 2,500
---------- -------- -------- ----------
Net Increase (decrease) $ 1,127 $ - $ - $ 1,127
Cash,
Beginning of period - - - -
---------- -------- -------- ----------
Cash, End of Period $ 1,127 $ - $ - $ 1,127
---------- -------- -------- ----------
The accompanying notes are an integral part of these financial
statements.
F-6
<PAGE> 24
FIRSTBINGO.COM.
(Formerly Vista Medical Terrace, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2000, December 31, 1999, and December 31, 1998
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized March 30, 1990 under the laws of the
State of Nevada as Vista Medical Terrace, Inc. The Company
currently has no operations and in accordance with SFAS #7, is
considered a development stage company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records income and expenses on the accrual
method.
Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires
management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of
revenue and expenses during the reporting period. Actual
results could differ from those estimates.
Cash and equivalents
The Company maintains a cash balance in a
non-interest-bearing bank that currently does not exceed
federally insured limits. For the purpose of the statements
of cash flows, all highly liquid investments with the
maturity of three months or less are considered to be cash
equivalents. There are no cash equivalents as of September
30, 2000.
F-7
<PAGE> 25
FIRSTBINGO.COM.
(Formerly Vista Medical Terrace, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
September 30, 2000, December 31, 1999, and December 31, 1998
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes
Income taxes are provided for using the liability method of
accounting in accordance with Statement of Financial
Accounting Standards No. 109 (SFAS #109) "Accounting for
Income Taxes". A deferred tax asset or liability is
recorded for all temporary difference between financial and
tax reporting. Deferred tax expense (benefit) results from
the net change during the year of deferred tax assets and
liabilities.
Loss Per Share
Net loss per share is provided in accordance with Statement
of Financial Accounting Standards No. 128 (SFAS #128)
"Earnings Per Share". Basic loss per share is computed by
dividing losses available to common stockholders by the
weighted average number of common shares outstanding during
the period. Diluted loss per share reflects per share
amounts that would have resulted if dilative common stock
equivalents had been converted to common stock. As of
September 30, 2000, the Company had no dilutive common
stock equivalents such as stock options.
Year End
The Company has selected December 31st as its year-end
Year 2000 Disclosure
The Y2K issued had no effect on this Company.
F-8
<PAGE> 26
FIRSTBINGO.COM.
(Formerly Vista Medical Terrace, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
September 30, 2000, December 31, 1999, and December 31, 1998
NOTE 3 - INCOME TAXES
There is no provision for income taxes for the period ended
September 30, 2000. The Company's total deferred tax asset
as of December 31, 1999 is as follows:
Net operation loss carry forward $ 7,100
Valuation allowance $ 7,100
Net deferred tax asset $ 0
The federal net operation loss carry forward will expire in
various amounts from 2010 to 2019.
This carry forward may be limited upon the consummation of
a business combination under IRC Section 381.
NOTE 4 - STOCKHOLDERS' EQUITY
Common Stock
The authorized common stock of the corporation consists of
50,000,000 shares with Par Value of $.001.
Preferred Stock
The corporation has no preferred stock.
On April 4, 1990, the company issued 1,000 shares of its No
Par Value Common Stock for $2,500.
On September 10, 1990, the State of Nevada approved the
Company's restated Articles of Incorporation, which
increased its capitalization from 1,000 common shares to
57,000 common shares. The par value was changed from no par
value to $1.00. Also, on this date the Company issued an
additional 56,000 common shares for no consideration.
F-9
<PAGE> 27
FIRSTBINGO.COM.
(Formerly Vista Medical Terrace, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
September 30, 2000, December 31, 1999, and December 31, 1998
NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)
On August 28, 1996, the State of Nevada approved the Company's
restated Articles of Incorporation, which increased its
capitalization from 57,000 common shares to 50,000,000 common
shares. The par value was changed from $1.00 to $.001.
On March 8, 1997, the Company approved a forward stock split on
the basis of 92:1, thus increasing the outstanding common stock
from 57,000 shares to 5,244,000 shares.
On May 26, 1999, the State of Nevada approved changing the
Company's name from Vista Medical Terrace, Inc., to
FirstBingo.Com.
On June 28, 1999, the Company approved a forward stock split on
the basis of 2:1, thus increasing the outstanding common stock
from 5,244,000 shares to 10,488,000 shares.
NOTE 5 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any
additional shares of common stock.
NOTE 6 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern,
which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. However, the
Company does not have significant cash or other material assets,
nor does it have an established source of revenues sufficient to
cover its operating costs and to allow it to continue as a going
concern. It is the intent of the Company to seek a merger with
an existing, operating company.
F-10
<PAGE> 28
FIRSTBINGO.COM.
(Formerly Vista Medical Terrace, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
September 30, 2000, December 31, 1999, and December 31, 1998
NOTE 7 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal
property. An officer of the corporation provides office services
without charge. Such costs are immaterial to the financial
statements and accordingly, have not been reflected therein. The
officers and directors of the Company are involved in other
business activities and may, in the future, become involved in
other business opportunities. If a specific business
opportunity becomes available, such persons may face a conflict
in selecting between the Company and their other business
interests. The Company has not formulated a policy for the
resolution of such conflicts.
NOTE 8 - STOCKHOLDERS' ADVANCES
While the Company is seeking additional capital through a merger
with an existing operating company, stockholder of the Company
has advanced funds on behalf of the Company to pay for any costs
incurred by it. These funds are interest free.
F-11
<PAGE> 29
ITEM 14. 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 the Company through the date of
this Registration Statement.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.
List of Financial Statements
Independent Auditors' Report
Assets
Liabilities and Stockholders' Equity
Statement of Operations
Statement of Shareholders' Equity
Statement of Cash Flows
Notes to Financial Statements
List of Exhibits.
Exhibit No. Description
3.1* Articles of Incorporation.
3.2* Bylaws.
3.3* Amendment Articles of Incorporation, May 26, 1999.
3.4* Amendment Articles of Incorporation, March 26, 1999.
3.5* Amendment Articles of Incorporation, October 28, 1996.
3.6* Amendment Articles of Incorporation, September 14,
1990.
4.1* Specimen Stock Certificate.
27 Financial Data Schedule
* Previously filed as part of Form 10-SB.
<PAGE> 30
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of
1934, the registrant caused this Amendment No. 1 to its Form 10-SB
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized.
FirstBingo.com
/s/ Paul R. LeBreux
Paul R. LeBreux, President
Pursuant to the requirements of the Securities Exchange Act of
1934, this amendment no. 1 to Form 10-SB Registration Statement has
been signed by the following persons in the capacities and on the
dates indicated:
Signatures Title Date
/s/ Paul R. LeBreux President, Secretary, October 18, 2000
Paul R. LeBreux Treasurer, Chief
Executive Officer and
a member of the Board
of Directors
