S-4/A

As filed with the Securities and Exchange Commission on March 3, 2005

Registration No. 333-120120

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4- Amendment No. 5

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

BINGO.COM, LTD.

(Exact name of registrant as specified in its charter)

Anguila, B.W.I. (State or other jurisdiction of incorporation or organization) 7900 (Primary Standard Industrial Classification Code Number) 98-0206369 (I.R.S. Employer Identification No.)

Spencer House, Box 821

The Valley, Anguilla, British West Indies

Telephone:  (264) 497 - 8129

(Address including zip code and telephone number, including area code of registrant's principal executive offices)

Gerald R. Tuskey, Personal Law Corporation

Suite 1000, 409 Granville Street

Vancouver, B.C.

V6C 1T2   Canada

(604) 681-9588

(Name, address, including zip code and telephone number including area code, of agent for service)

Approximate date of commencement of proposed sale of  the securities to the public:      As soon as practicable after this Registration Statement becomes effective (but no sooner than 20 business days after such effectiveness) and all other conditions to the merger contemplated by the Agreement and Plan of Merger dated as of October 15, 2004 described in the enclosed Prospectus have been satisfied or waived. No meeting of stockholders will be held with respect to the merger.  Corporate action is being taken with the written consent of the majority of stockholders.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:            [____]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    [___]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    [___]

CALCULATION OF REGISTRATION FEE

Title of each Class of Securities to Be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price per Share (1)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, Par value $0.001	24,399,086 shares	$0.13	$3,171,881.18	$401.87

(1)           The Registration Statement covers the maximum number of shares of Bingo.com Ltd. common stock that are expected to be issued in connection with the transactions described herein in the proposed merger of Bingo.com, Inc.  with and into Bingo.com Ltd.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENTS SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Indemnification of Directors and Officers

Under Florida Law, indemnification of officers and directors is permissible when a director performs his or her duties in good faith, in a manner the director believes to be in the best interests of the corporation and its shareholders and has met the requisite standard of care.

Article 10 of our Articles of Incorporation states that to the fullest extent permitted by law, no director or officer of the corporation shall be personally liable to the corporation or its shareholders for damages for breach of any duty owed to the corporation or its shareholders.

Article 9.01 of our Bylaws provides that our corporation shall indemnify all directors and officers of our corporation for such expenses and liabilities, in such manner, under the circumstances and to such extent as permitted by the Florida Business Corporation Act, section 607.0850 as now enacted or hereafter amended.  Unless otherwise approved by the board of directors of our company, our company shall not indemnify any employee of our corporation who is not otherwise entitled to indemnification pursuant to section 9.01 of our bylaws.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Exhibits and Financial Statement Schedules.

Exhibit Number	Description
2.1 *	Agreement and Plan of Merger dated October 15, 2004
3.1	Articles of Incorporation, as filed with the Issuer's Form 10-SB (file no. 000-26319) filed on June 9, 1999 incorporated herein by reference
3.2	Articles of Amendment, as filed with the Issuer's Form 10-SB (file no. 000-26319) filed on June 9, 1999 incorporated herein by reference
3.3	Articles of Amendment, as filed with the Issuer's Form 10-SB (file no. 000-26319) filed on June 9, 1999 incorporated herein by reference
3.4	Articles of Amendment, as filed with the Issuer's Form 10-SB (file no. 000-26319) filed on June 9, 1999 incorporated herein by reference
3.5 *	Articles of Continuance
3.6 *	Bylaws of Bingo.com, Ltd.
4.1 *	Dissent and Appraisal Rights of the Florida Business Corporations Act

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Exhibit Number	Description
4.2 *	Form of Dissenter's Appraisal Notice
5.1 *	Legal Opinion of Clark Wilson
5.2	Legal Opinion of Wigley & Associates
8.1 *	Legal opinion of Jay R. Eaton, P.C., Tax Counsel
10.1	Debenture A, as filed with the Issuer's Form 10Q on June 25, 2001, incorporated herein by reference.
10.2	Warrant A, as filed with the Issuer's Form 10Q on June 25, 2001, incorporated herein by reference.
10.3	Debenture B, as filed with the Issuer's Form 10Q on November 14, 2002, incorporated herein by reference.
10.4	Warrant B, as filed with the Issuer's Form 10Q on November 14, 2002, incorporated herein by reference.
10.5	Amended Consultant Agreement with T.M. Williams, as filed with the Issuer's Form 10Q on August 14, 2002, incorporated herein by reference.
10.6 *	Demand Promissory Note issued to Pentar Holdings Inc. dated September 9, 2002.
10.7 *	Demand Promissory Note issued to Tryon Miles Williams dated August 15, 2002.
13.1	Form 10Q for the Period ended September 30, 2003, filed on November 12, 2003, incorporated herein by reference.
13.2 *	Audited financial statements of Bingo Florida for the Year ended December 31, 2003.
13.3	Form 10QSB for the Period ended March 31, 2004, filed on May 17, 2004, incorporated herein by reference.
13.4 *	Form 10QSB for the Period ended June 30, 2004.
13.5 *	Form 10QSB for the Period ended September 30, 2004.
21 *	Subsidiary of the Issuer
23 *	Consent of Dohan and Company, P.A., C.P.A.'s

*     Filed with Amendment No. 4 on February 23, 2005.

Undertakings

The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means.  This includes information contained in documents filed subsequent to the effective date of this Registration Statement through the date of responding to the request.

The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

The undersigned registrant hereby undertakes:

(1)        To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)         To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)        To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, 

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            individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

(iii)       To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in this Registration Statement. provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2)        That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)        To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through the use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

The registrant undertakes that every prospectus: (i) that is filed pursuant to the immediately preceding paragraph, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vancouver, Province of British Columbia, on March 3, 2005.

Bingo.com, Ltd.

 /s/ T. M Williams                                                        /s/ H. W. Bromley                                

T.M. Williams,                                                             H. W. Bromley,

Chief Executive Officer and Director                            Chief Financial Officer and

                                                                                   Principal Accounting Officer

 /s/ P. A. Crossgrove                           

P. A. Crossgrove

Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature                                            Title                                        Date

 /s/ T. M Williams                                  Chief Executive                       March 3, 2005

T.M. Williams                                       Officer and Director

 /s/ H. W. Bromley                               Chief Financial Officer              March 3, 2005

H. W. Bromley                                     and Principal Accounting

                                                            Officer

 /s/ P. A. Crossgrove                             Director                                    March 3, 2005

P. A. Crossgrove

Bingo.com, Inc.

 /s/ T. M Williams                                                        /s/ H. W. Bromley                                

T.M. Williams,                                                             H. W. Bromley,

Chief Executive Officer and Director                            Chief Financial Officer and

                                                                                   Principal Accounting Officer

 /s/ P. A. Crossgrove                           

P. A. Crossgrove

Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

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Signature                                            Title                                        Date

 /s/ T. M Williams                                  Chief Executive                       March 3, 2005

T.M. Williams                                       Officer and Director

 /s/ H. W. Bromley                               Chief Financial Officer              March 3, 2005

H. W. Bromley                                     and Principal Accounting

                                                            Officer

 /s/ P. A. Crossgrove                             Director                                    March 3, 2005

P. A. Crossgrove

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EX-5

EXHIBIT 5.2

Legal Opinion of Wigley & Associates

WIGLEY & ASSOCIATES  

Barristers & Solicitors at Law

Notary Public

 Spencer House

P. O. Box 821

The Valley, Anguilla

Telephone : (264) 497-8129

Telephone : (264) 497-0039

Fax : (264) 497-8289

Email: wigleyj@anguillanet.com

                                                                                     February 22, 2005

The Board of Directors of                                              The Board of Directors of

Bingo.com, Inc.                                                             Bingo.com, Ltd.

Suite 1405                                                                     Box 821

1166 Alberni Street                                                        The Valley

Vancouver, B.C.                                                           Anguilla, B.W.I.

V6E 3Z3

Canada

Dear Sirs:

                        Re:  Merger of Bingo.com, Inc. and Bingo.com, Ltd. under the

                                 International Business Companies Act (c.120) of Anguilla, B.W.I. (the "IBCAA")

We have acted in the capacity as solicitors for  Bingo.com, Ltd. in connection with the proposed merger between Bingo.com, Ltd. and Bingo.com, Inc. under the IBCAA.  In that regard, we are giving the opinions expressed below.  The opinions expressed below are for the benefit of the addressees in connection with the merger of Bingo.com, Inc. and Bingo.com, Ltd.

Scope of Inquiries

We have participated in the preparation of or have examined the following documents:

(a)        Agreement and Plan of Merger between Bingo.com, Inc. and Bingo.com, Ltd. dated the 15th day of October, 2004 (the "Agreement and Plan of Merger");

(b)        Legal Opinion of U.S. Counsel practising in jurisdiction of incorporation of Bingo.com, Inc.;

(c)        the Articles of Incorporation, Articles of Continuance and By-Laws of Bingo.com, Inc. and Bingo.com, Ltd.;

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(d)        the minute book of Bingo.com, Ltd.;

(e)        the Certificate of Continuation of Bingo.com, Ltd. under the IBCAA; 

We have also examined such statutes, public records, certificates and other documents and have made such other searches and examinations which we have considered necessary in order to give the opinions expressed below.

Assumptions

We have assumed:

(a)        the authenticity of documents purporting to be originals or photostatic or facsimile copies of originals;

(b)        the conformity to originals of documents purporting to be photostatic or facsimile copies of originals;

(c)        the genuineness of all signatures on all documents reviewed by us;

(d)        the accuracy and completeness of all representations and statements of fact contained in any certificate or other document upon which we have relied and identified herein;

(e)        the identity, capacity and authority of any person acting or purporting to act in a representative capacity or as a public official; and

(f)        the accuracy and completeness of all information provided to us (in written form or by facsimile transmission) by offices of public record.

We have not undertaken any independent investigation to verify the accuracy or completeness of these assumptions.  In the course of giving this opinion, nothing has come to our attention which leads us to believe that any of these assumptions are incorrect in any material respects.

Opinion

Based and relying on the foregoing and subject to the qualifications set out below, we are of the opinion that:

1.         Bingo.com, Ltd. is duly incorporated and validly existing under the International Business Companies Act (c.120) of Anguilla, B.W.I. and has not been discontinued under the IBCAA or been dissolved and is, with respect to the filing of the annual reports and financial statements with the Registrar of Companies under the IBCAA, in compliance with the IBCAA.

2.         Bingo.com, Ltd. has all requisite corporate right, power and authority and is qualified to carry on business and own its assets in the jurisdictions in which it carries on business and to execute and deliver the Agreement and Plan of Merger.

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3.         The Agreement and Plan of Merger has been duly authorized, executed and delivered by Bingo.com, Ltd. and constitutes a legal, valid and binding obligation of Bingo.com, Ltd. enforceable in accordance with its terms.

4.         The authorized capital of Bingo.com, Ltd. consists of an unlimited number of common shares which have been duly and validly created and authorized of which there are 2,000 common shares duly and validly allotted and issued and outstanding registered in the name of Bingo.com, Inc. 

5.         Upon the effective date of the merger between Bingo.com, Inc. and Bingo.com, Ltd.,  the following persons will comprise the Board of Directors of Bingo.com, Ltd., each of whom will be duly and validly elected or appointed as a director of Bingo.com, Ltd.:

Tryon M. Williams

Peter Crossgrove

6.         The merger between Bingo.com, Ltd. and Bingo.com, Inc. will become effective in Anguilla, B.W.I. on the date the Articles of Merger are registered by the Anguillan Registrar of Companies and Bingo.com, Ltd. will be the surviving company of the merger, governed by laws of Anguilla, B.W.I. and subject to the IBCAA.

7.         On completion of the merger, the surviving company, Bingo.com, Ltd. will have 24,399,086 common shares issued and outstanding as fully paid and non-assessable.

Qualifications

The opinions expressed above are subject to the following qualifications:

(a)        the opinions are limited to matters governed by the laws of Anguilla, British West Indies; and

(b)        the headings appearing in this opinion are for the convenience of reference only and in no way limit or enlarge the scope or meaning of the opinions expressed above.

We hereby consent to the use of this opinion as an exhibit to Bingo.com, Inc.'s S-4 Registration Statement filed pursuant to the Securities Exchange Act of 1933, as amended, and to the reference to our name in the S-4 Registration Statement constituting a part of such Registration Statement under the heading "Legal Matters."

                                                                                    Yours faithfully,

                                                                                    Wigley & Associates

                                                                                    Per: /s/ Ravj Bahadur-Singh

                                                                                    Ravj Bahadur-Singh

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CORRESP

GERALD R. TUSKEY, PERSONAL LAW CORPORATION

Suite 1000, 409 Granville Street

Vancouver, B.C.

V6C 1T2   Canada

Telephone:  (604)681-9588

Facsimile:  (604)688-4933

Email:  gtuskey@telus.net

                                                                                                            March 3, 2005

VIA COURIER/EDGAR FILING

U.S. Securities and Exchange

450 Fifth Street, N.W.

Mail Stop 03-05

Washington, D.C.   20549

Attention:  Mr. Daniel H. Morris, Attorney-Adviser

                  Division of Corporation Finance                       

- and -

Attention:  Ms. Sara W. Dunton, Branch Chief

Dear Mr. Morris and Ms. Dunton:

                        Re:  Bingo.com, Inc. (the "Company")

                                - - Amendment No. 4 to Form S-4 filed February 23, 2005

                                 - File No. 333-120120                                                                       

                        Further to our telephone conversation of this morning, I enclose three blackline copies and one clean copy of amendment no. 5 to the Company's S-4.  As requested, we are filing the front page of the S-4, Part II of the S-4 and the amended opinion of Wigley & Associates.  Our request for acceleration of effectiveness is also enclosed.

                                                                                    Yours truly,

                                                                                    Gerald R. Tuskey,

                                                                                    Personal Law Corporation

                                                                                    Per:      /s/Gerald R. Tuskey

                                                                                                Gerald R. Tuskey

Enclosures

cc:                Bingo.com, Inc.

                Attn. Mr. T.M. Williams

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CORRESP

BINGO.COM, LTD.

Spencer House, Box 821

The Valley, Anguilla, British West Indies

Telephone:  (264) 497-8129

                                                                                                March 3, 2005

U.S. Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C.  20549

Attention:  Mr. Daniel H. Morris, Attorney-Adviser

                  Division of Corporation Finance                       

Dear Mr. Morris:

                        Re:  Bingo.com, Ltd. (the "Company")

                                - - Amendment No. 5 to Form S-4 filed March 3, 2005

                                - - Request for Acceleration of Effectiveness

                                - - File No. 333-120120 and 33-120120-01                                                              

                        On March 3, 2005, the Company, an Anguilla corporation , filed the above-referenced Registration Statement on Form S-4/A (the "Registration Statement").

                        Pursuant to Rule 461 of Regulation C of the Securities Act of 1933, the Company respectfully requests the acceleration of effectiveness of the Registration Statement to 11:00 a.m. (Washington, DC time) on Tuesday, March 8, 2005, or as soon as practicable.  The Registrant is aware of its responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the Registration Statement.

                        The undersigned, on behalf of the Company, hereby acknowledges that:

(1)        the Company is responsible for the adequacy and accuracy of the disclosure in all of its filings with the Securities and Exchange Commission;

(2)        staff comments or changes to disclosure in response to staff comments in our filings reviewed by the staff of the SEC do not foreclose the Securities and Exchange Commission from taking action with respect to the filing;

(3)        should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

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(4)        the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing

            effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of

            the disclosure in the filing; and

(5)        the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

                        Please contact our counsel, Gerald R. Tuskey at (604)681-9588 or fax him at (604)688-4933 with any questions or comments you may have.  Thank you for your assistance.

                                                                                    Yours truly,

                                                                                    Bingo.com, Ltd.

                                                                                    Per:      /s/T.M. Williams

                                                                                                T.M. Williams,

                                                                                                President and Director

                                                                                and Co-Registrant:

                                                                                    Bingo.com, Inc.

                                                                                    Per:      /s/T.M. Williams

                                                                                                T.M. Williams,

                                                                                                President and Director

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