SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d)

OF THE

SECURITIES EXCHANGE ACT OF 1934

February 9, 2009

Date of report (Date of earliest event reported)

BINGO.COM, LTD.

(Exact Name of Registrant as Specified in Its Charter)

ANGUILLA	98-0206369
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

National Bank of Anguilla, 1^st Floor, St. Mary's Road

TV1 02P, The Valley, Anguilla, British West Indies

(Address of Principal Executive Offices)

(264) 4612646

(Registrants Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[   ]          Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ]          Soliciting material pursuant to Rule 14a12 under the Exchange Act (17 CFR 240.14a12)

[   ]          Precommencement communications pursuant to Rule 14d2(b) under the Exchange Act (17 CFR 240.14d2(b))

[   ]          Precommencement communications pursuant to Rule 13e4(c) under the Exchange Act (17 CFR 240.13e4(c))

Section 3  Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities.

Bingo.com, Ltd. (the "Registrant") announces that it has closed a private placement of 3.5 million shares at $0.15 per share to raise net proceeds of $525,000.  These shares were placed with non U.S. residents under Regulation S exemptions. 

Bingo.com has 39,700,203 common shares outstanding at the completion of this private placement.

Proceeds of the private placement will be used for general working capital purposes.

Item 9.01 Financial Statements and Exhibits

(a)        Financial Statements of Business(es) Acquired

Not Applicable

(b)        Pro forma Financial Information

Not Applicable

(c)        Exhibits

None

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 hereunto duly authorized.

Dated:  February 9, 2009

                                                             BINGO.COM, LTD.

                                                             Per:      /s/ T. M. Williams         

                                                                         T.M. Williams,

                                                                         President and Director