UNITED STATES

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Pzk8E4+Z7yMT/vTO0xxD6cO9u6tvxhB1hp/tjU5uuXmNeHz/USmAmv/C73PO5udV 5jW4cYmDrLh8enqSU8NbIw== 0001318482-09-000003.txt : 20090331 0001318482-09-000003.hdr.sgml : 20090331 20090331160642 ACCESSION NUMBER: 0001318482-09-000003 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20081231 FILED AS OF DATE: 20090331 DATE AS OF CHANGE: 20090331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BINGO.COM LTD. CENTRAL INDEX KEY: 0001318482 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 000000000 STATE OF INCORPORATION: 1B FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-120120-01 FILM NUMBER: 09718959 BUSINESS ADDRESS: STREET 1: NATIONAL BANK OF ANGUILLA CORP. BUILDING STREET 2: 1ST FLOOR, ST. MARY'S ROAD CITY: THE VALLEY STATE: 1A ZIP: TV1 02P BUSINESS PHONE: 264 461 2646 MAIL ADDRESS: STREET 1: NATIONAL BANK OF ANGUILLA CORP. BUILDING STREET 2: 1ST FLOOR, ST. MARY'S ROAD CITY: THE VALLEY STATE: 1A ZIP: TV1 02P 10-K 1 bcl10k08.htm BINGO.COM, LTD. 10K 2008 UNITED STATES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

|X| ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008

|_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 193

For the transition period from to

Commission file number 333-120120-01

BINGO.COM, LTD.

(Exact name of registrant as specified in its charter)

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

National Bank of Anguilla Corporate Building, 1^St Floor

St Mary's Road, TV1 02P

The Valley, Anguilla, B.W.I

(Address of principal executive offices)

(264) 461-2646

(Issuer's telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act:

None

(Title of Each Class & Name of each exchange on which registered)

Securities registered under section 12(g) of the Exchange Act:

COMMON STOCK, NO PAR VALUE PER SHARE

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [ X ]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [ X ]

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 by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ] Accelerated filer [ ]

Non-accelerated filer [ ] Smaller reporting company [ X ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [ X ]

State issuer's revenues for its most recent fiscal year. $5,649,565

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at of such stock on the National Association of Securities Dealers Over the Counter Bulletin Board market as of March 31, 2009, being $0.09 per share: $1,289,121. The number of shares of the issuer's common stock outstanding on March 31, 2009, was 39,755,203. Our common stock is traded on the National Association of Securities Dealers Over-the-Counter Bulletin Board market under the symbol "BNGOF".

APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares outstanding of the registrant's common stock, no par value per share, was 39,755,203 as of March 31, 2009.

DOCUMENTS INCORPORATED BY REFERENCE

The merger of Bingo.com, Inc. with Bingo.com, Ltd., which was approved by the Securities Exchange Commission on March 8, 2005, and is effective on April 7, 2005, is described in the prospectus filed under Rule 424(b) of the Securities Act and the Form S-4, which were filed on March 9, 2005, and March 4, 2005, respectively. The Company filed Form SB2 on September 18, 2007, for the registration of shares originally issued in the private placement.

		PAGE
PART I		3
	ITEM 1. DESCRIPTION OF BUSINESS	3
	ITEM 2. DESCRIPTION OF PROPERTY	10
	ITEM 3. LEGAL PROCEEDINGS	10
	ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	10

PART II		11
	ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	11
	ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	13
	ITEM 7. FINANCIAL STATEMENTS	19
	ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	42
	ITEM 9A. CONTROLS AND PROCEDURES	42
	ITEM 9B. OTHER INFORMATION	42

PART III		43
	ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	43
	ITEM 11. EXECUTIVE COMPENSATION.	45
	ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS	47
	ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	49
	ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES	50

PART IV		50
	ITEMS 15. EXHIBITS	50

SIGNATURES		51
CERTIFICATIONS		52
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002		54
EXHIBIT LIST		56

PART I

This Annual Report on Form 10-KSB contains forward-looking statements that involve risks and uncertainties. All statements contained herein that are not statements of historical fact constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Discussions containing forward-looking statements may be found in the material set forth under "Business," and "Management's Discussion and Analysis or Plan of Operation," as well as in this Annual Report generally. We generally use words such as "believes," "intends," "expects," "anticipates," "plans," and similar expressions to identify forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. These forward-looking statements are subject to risks, uncertainties and other factors, some of which are beyond our control, which could cause actual results to differ materially from this forecast or anticipated in such forward-looking statements.

You should not place undue reliance on these forward-looking statements, which reflect our view only as of the date of this report. We undertake no obligation to update these statements or publicly release the result of any revisions to these statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.

ITEM 1. DESCRIPTION OF BUSINESS

INTRODUCTION

Bingo.com, Ltd. (the "Company") is in the business of developing and operating a bingo based web portal designed to provide a variety of Internet based games played by individuals plus other forms of entertainment, including an online community, chat rooms, contests, sweepstakes, tournaments, and more. Using our bingo.com domain name and incorporating a variety of games and content to attract and retain a large number of subscribers, we have built one of the leading bingo-based portals on the Internet. Our website has attracted millions of visitors of which over 1,950,000 have gone through a detailed sign-up process and become registered users. The levels of Internet traffic have a direct impact on our revenues as, generally, the greater the Internet traffic, the greater the amount of gaming or advertising revenue received.

We generate revenue from players depositing funds into their account on our website and then playing games for money. An additional source of revenue comes from selling advertising on our portal to other companies who wish to advertise their products to our user demographic. We obtained a gaming license and commenced gaming operations from Curacao, Netherlands Antilles in May 2005. Subsequent to the year ended December 31, 2008, the Company was granted a Letter of Intent by the Lotteries and Gaming Authority of Malta, and commenced operating under this Maltese license. This Letter of Intent enables us to advertise in the United Kingdom.

Our website provides players the ability to purchase bingo cards online for cash, with the winner of each bingo game winning a percentage of the total cards purchased for that particular bingo game. In addition, we provide entertainment content to our players in the form of either free-to-play, or pay-to play multiplayer theme bingo games, such as Astrology Bingo, Cupid Bingo, and the like, as well as online video poker, sweepstakes and slot machines. We also offer our players other forms of entertainment such as chat rooms and member profiles.

We intend to continue to build on the success of the existing business by offering a greater depth and variety of content that we expect will hold existing subscribers as well as attract new subscribers and allow us to generate more revenue.

References in this document to "the Company," "we," "us," and "our" refer to Bingo.com, Ltd. and our subsidiaries, which are described below.

Our executive offices are located at National Bank of Anguilla Corporate Building, 1St Floor, St Mary's Road, TV1 02P, The Valley, Anguilla, B.W.I. Our telephone number is (264) 461-2646.

History and Corporate Structure

The Company was originally incorporated in the State of Florida on January 12, 1987.

Effective January 22, 1999, the Company acquired the use of the second level domain name bingo.com and embarked on our business strategy to become a leading online provider of bingo based games and entertainment.

Effective Thursday, April 7, 2005, the shares of Bingo.com, Ltd. by way of a merger between Bingo.com, Inc. and Bingo.com, Ltd., began trading under the new ticker symbol "BNGOF".

We conduct our business through the Anguilla incorporated entity and through our wholly-owned subsidiaries English Bay Office Management Limited ("English Bay"), Bingo.com (UK) plc ("Bingo UK"), Bingo.com Services Limited ("Bingo Services"), Bingo.com Operations Limited ("Bingo Malta"), Coral Reef Marketing Inc. ("Coral Reef") and Bingo.com N.V.

English Bay was incorporated under the laws of British Columbia, Canada, on February 10, 1998, as 559262 B.C. Ltd. and changed its name to Bingo.com (Canada) Enterprises Inc. on February 11, 1999. It subsequently changed its name to English Bay Office Management Limited on September 8, 2003.

Bingo.com, N.V. was incorporated under the laws of Curacao, Netherlands Antilles on October 29, 2004.

On August 15, 2002, we acquired 99% of the share capital of Bingo.com (UK) plc. Bingo UK was incorporated under the laws of England and Wales on August 18, 2000, as CellStop plc. and changed its name to Bingo.com (UK) plc. on August 5, 2002.

On February 5, 2007, Bingo.com Services Limited was incorporated under the laws of England and Wales.

On September 25, 2007, we acquired 99% of the share capital of Bingo.com Operations Limited. Bingo.com Operations Limited was incorporated under the Laws of Malta.

On January 15, 2008, Bingo.com (Alderney) Limited was incorporated under the laws of Alderney, Channel Islands.

On January 21, 2008, Coral Reef Marketing Inc., was incorporated under the laws of Anguilla, British West Indies.

We also maintain a number of inactive wholly-owned subsidiaries. These are :

- Bingo.com (Antigua), Inc., ("Bingo.com (Antigua") incorporated as an Antigua International Business Corporation on April 7, 1999, as Star Communications Ltd. and changed its name to Bingo.com. (Antigua), Inc. on April 21, 1999;

- Bingo.com (Wyoming), Inc., incorporated in the State of Wyoming on July 14, 1999;

- Bingo.com Acquisition Corp., incorporated in the State of Delaware on January 9, 2001.

All three of the inactive subsidiaries were incorporated to facilitate the implementation of business plans that we have since modified and refocused and, consequently, there is no activity in these entities.

Our common shares are currently quoted on the National Association of Securities Dealers' Over-The-Counter Bulletin Board ("OTCBB") under the symbol "BNGOF". We have not been subject to any bankruptcy, receivership or other similar proceedings.

Development of the Business

Our current business strategy is to manage and grow our business with minimal overhead, focusing on our major asset, the bingo.com domain name, which was acquired in 1999.

Bingo.com Domain Name

On January 18, 1999, we purchased the exclusive right to use the domain name bingo.com from a then unrelated company, Bingo, Inc., an Anguilla corporation, for (i) a $200,000 cash payment, (ii) 500,000 shares of our common stock (at a value of $2.00 per share) and (iii) an agreement to pay, on an ongoing basis, the Domain Name Purchase price amounting to 4% of our annual gross revenues, with a total minimum guaranteed Domain Name Purchase payment of $1,100,000 in the first three years of the 99 year period ended December 31, 2098. During the year ended December 31, 2002, the agreement was amended so that the remaining Domain Name Purchase payments to the vendor are made monthly, based on 4% of the preceding month's gross revenue. The value of the bingo.com domain name was based on factors such as the relationship of the name to our business, the ability for us to create a brand for our website and portal based on the name, the ease of Internet browser search ability of the domain name and the ability of visitors to our website to remember and associate the name with our website and portal. We negotiated the terms of the domain name acquisition at arms' length, and we believe the consideration we paid for the domain name was reasonable.

During the year ended December 31, 2008, we made payments totaling $225,977 (2007 - $94,790) based on 4% of the preceding month's gross revenue as defined in the amended agreement. T. M. Williams, the President and Chief Executive Officer of the Company is the potential beneficiary of several discretionary trusts that hold approximately 80% of the shares of Bingo, Inc.

BUSINESS OVERVIEW

Our objective is to become the leading online provider of bingo based games and entertainment. We intend to leverage the worldwide popularity of bingo with the growth of the Internet to become the premier bingo portal.

We are in the business of developing and operating an entertainment and service based website which provides a variety of games, both free and for money. We have focused our website around our core competency of bingo and related soft games but have also included other forms of entertainment which are appreciated by our demographic. This enhanced content currently includes chat rooms, and communities and will be continually developed to build customer loyalty. We are attempting to create a value-based website, complete with online services and an extensive database of registered players.

The entertainment and other content provided on the bingo.com portal does not include "adult" content.

Gaming Revenue Business

During the quarter ended June 30, 2005, Bingo.com, N.V., a subsidiary of Bingo.com, Ltd. commenced gaming for cash whereby players purchase bingo cards and wager on other soft games such as video poker, hi-lo, and slots with the target audience being the United States and the games played in US dollars.

On September 30, 2006, the United States Senate passed the Unlawful Internet Gambling Enforcement Act 2006 ("UIGEA"), which was signed into law by President Bush, on October 13, 2006. The legislation aimed to prohibit the funding of illegal online gambling to United States citizens and residents. Effective October 12, 2006, in response to the UIGEA we sold our United States player database and related assets to an unrelated company. The asset disposition included the registered online gaming players, the gaming servers, and the complete database of real money players. The asset disposition price was $1,200,050 payable at a variable rate over the subsequent period until fully paid. As at December 31, 2008, $363,000 (2007 $300,000) of the $1,200,050 had been paid.

During the quarter ended June 30, 2007, we launched our United Kingdom focused website, with games targeted to the United Kingdom audience and the games played in British pounds sterling. Gaming revenue from the Bingo.com website accounted for approximately 95% of our revenue for the year ended December 31, 2008. Moving forward we will focus our marketing on attracting additional players from jurisdictions such as the United Kingdom where Internet gambling is regulated and considered legal.

Advertising Revenue Business

Our entertainment portal includes a variety of free bingo and other soft games, provided to registered players over the Internet who compete against other players for the chance to win points. These points can be used to enter draws for prizes. Our primary objective is to provide these players a variety of bingo based games and entertainment as well as online video poker and slot machines. We intend to continue to provide points-based, play-for-free games emphasizing entertainment.

We have in the past used the appeal of the bingo.com domain name to sell advertising on the free section of the website, which was our primary revenue source. During the quarter ended June 30, 2005, we commenced offering traditional bingo and other pay-for-play games to our players, which replaced advertising as our main source of revenue. Advertising revenue from the bingo.com website accounted for approximately 5% of our revenue for the year ended December 31, 2008. Although many of our games are free to play, players are required to register to receive points and to win prizes and to access certain features on the site. All registration information is stored in online databases. We intend to continue to build awareness of, and drive traffic to, bingo.com through a marketing program consisting of various elements such as strategic alliances and online and off-line advertising, in order to strengthen our search engine rankings and rebuild our advertising revenue stream.

The Niche

We continue to work towards positioning ourselves as the leading bingo focused entertainment portal on the Internet. We believe the size of the worldwide bingo community, the domain name bingo.com, and the attractive nature of our product offering provides us an opportunity to build a large loyal base of daily visitors from around the world.

We believe our website, http://www.bingo.com has broad appeal in the Internet marketplace. We also believe that bingo is well suited for online entertainment content, and that online games are a compelling entertainment medium for a mass user audience. We believe that players will value an opportunity to win prizes and cash while being allowed to access bingo focused content according to their own schedule, their own currency and from their own location.

We believe that our future success will be dependent on a number of factors. These include focusing on providing premium online bingo games and bingo related entertainment. We also believe that the continued development of a personalized community atmosphere on the website will encourage lengthy site visits by users. We believe the nature of our website content and our player base will allow us to establish a large detailed database of registered players, which is a critical factor in attracting online players and advertisers.

BUSINESS STRATEGY

Our objective is to become the premier online destination for web-based bingo entertainment and a leading entertainment destination on the Internet. We are pursuing this objective through the following strategies:

Revenue streams

In 2008, we generated 95% of our revenue from gaming revenue and 5% of our revenue from advertising revenue. We earned these revenues from our portal through a variety of ways, such as the following:

- Offering bingo and other similar games, such as slots, for money to our players.

- Banner and button advertisements on our website;

- Sponsorships of email newsletters or parts of our site;

- Exchanging links with other websites.

Throughout 2008 we were focused primarily on increasing our gaming revenue at the expense of our advertising revenue. During the year ended December 31, 2005, we suspended the majority of the sale of advertising and focused entirely on the gaming revenue component of the business. With the passing of the United States Unlawful Internet Gambling Act in October of 2006, we again began to serve advertising on our web-site.

Advertising revenue calculations are based on click-throughs, percentage of sales transactions, or other methods depending on the details of the agreements. The majority of the advertising revenue earned in 2008 was calculated on a Cost Per Acquisition ("CPA") basis.

Expand registered user database

We have demonstrated the ability to attract and keep a large subscriber base. It is our intention to continue the growth of our database through strategic partnerships with affinity groups and penetration of traditional bingo venues by use of targeted promotions with suppliers of goods and services to such venues.

Entertainment and game sites have become increasingly popular and are showing strong growth rates. Our website traffic reports indicate that between 500 and 1,000 new players a day are registering with http://www.bingo.com. There has been in excess of 10,000 visitor sessions per day, with an average visitor session length of more than 30 minutes. It is our belief that, if current traffic rates can be maintained, we will continue to maintain our status as a premier, bingo centric, online gaming destination.

Leverage licensed users and alliances

We are confident that the variety of games and entertainment available on our website will encourage many visitors to come, stay, deposit funds, play and revisit often. In the process of providing a one-stop entertainment arena for bingo lovers, we are creating a value based website which is backed by an extensive database of registered players and their playing preferences. We believe the value of this demographic data will assist us in generating revenue from our portal.

Extend and enhance the value of the brand name

We believe that establishing a readily recognizable world-wide brand name is critical to attracting a larger player base and generating additional revenue. We believe that our bingo.com website has inherent value as a brand name and we intend to aggressively expand our player base by promoting that name. In targeted markets, we intend to pursue online and offline marketing strategies, promotional opportunities, and strategic alliances with arms length Affiliate websites to make the Bingo.com website the leading entertainment destination for bingo on the Internet. To date, we have entered into several Affiliate deals, whereby they drive traffic to our website via links from their websites. Also, amongst the initiatives being considered and depending upon whether the regulatory framework in a particular jurisdiction permits its residents to play bingo for money, we would like to enter into strategic alliances with members of the non-profit sector to drive traffic from their websites to our website in exchange for a share of the profits generated by those players.

Marketing Strategy

Our goal is for the Bingo.com website to continue to be the most recognized and most visited bingo entertainment destination on the Internet. We intend to continue building an Internet community consisting of a dedicated and loyal user base that we believe will support our ability to generate both advertising and gaming revenues.

Advertising focused on promoting the Bingo.com website in the United Kingdom and in targeted international markets through affiliate programs, strategic partnerships, co-branding and other promotional activities with a variety of companies is underway and we are working on expanding these relationships. This strategy is intended to further develop the growing database of registered players.

We also use our database of registered users to send targeted emails and other advertisements in order to encourage our subscribers to play. We offer special promotions and other offerings that bring additional users to our site such as the use of our email list to promote special events.

Continue to enhance content

Registered players are provided with a variety of free games, and other forms of entertainment such as chat, sweepstakes, and more. The free bingo games can be played for points, which are redeemable

for prizes. We are able to create low-cost content through creative face-changes of the standard bingo games. These 'skins' can reflect themes, corporate interests or other targeted messages.

OPERATIONS

Employees

As of December 31, 2008, we had sixteen full-time employees, not including temporary personnel, consultants, and independent contractors. We retain consultants to provide special expertise in developing strategy, marketing, software and technologies and outsource our development resources. We outsource our customer support, including in-game chat, email and phone support, to an established support company. None of our employees is represented by a labor union, and we believe that our relationship with our employees is good.

We are substantially dependent upon the continued services and performance of T. M. Williams, our President, Chief Executive Officer and Chairman of our Board. The loss of the services of this key individual would have a material adverse effect on our business, financial condition and results of operations. We do not carry any key man life insurance on Mr. Williams.

Seasonality

We do not believe that seasonality has an effect on our traffic volumes or our revenue realization.

Competition

We face competition primarily from other large bingo focused websites, e.g. Gala Bingo, Mecca Bingo, Jackpot joy, Bingomania, Sun Bingo and Foxy Bingo. We will continue to compete with these large sites as well as many other smaller offerings, and there can be no assurances that we will be successful in attracting users from these sites or generating new users from the overall bingo community that are not yet focused on playing bingo online

Need for Government Approval of Principal Products or Services and Effect of Existing or Probable Governmental Regulations on our

Business

On September 30, 2006, the United States Congress passed the Unlawful Internet Gambling Enforcement Act 2006 ("UIGEA"), which was signed into law by President Bush, on October 13, 2006. The legislation aimed to prohibit the funding of illegal online gambling to United States citizens and residents. This law had a major effect on our business and industry. Effective October 12, 2006, in response to the UIGEA, we sold our United States player database and related assets to an unrelated company.

We are presently focused on obtaining players from the United Kingdom market and therefore are subject to the Gambling Laws of the United Kingdom. These laws include restrictions on marketing to UK residents. As a result, a broad spectrum of our business may be affected, including how and what we market and where our gaming licence and servers must be located. As we look to expand into other markets, it is likely we will be subject to further local laws and regulations which may require other changes to the way we operate our games and website.

Due to the increasing popularity and use of the Internet, it is possible that laws and regulations may be adopted, covering issues such as user privacy, defamation, pricing, taxation, content regulation, quality of products and services, and intellectual property ownership and infringement. Such legislation could expose us to substantial liability as well as dampen the growth in use of the Internet, decrease the acceptance of the Internet as a communications and commercial medium, or require us to incur significant expenses in complying with any new regulations.

The applicability to the Internet of existing laws governing issues such as gambling, property ownership, copyright, defamation, obscenity and personal privacy is uncertain. We may be subject to claims that our services violate such laws. New legislation or regulation in areas of the World where we operate or the application of existing laws and regulations to the Internet could damage our business. In addition, because legislation and other regulations relating to online games vary by jurisdiction, from state to state and from country to country, it is difficult for us to ensure that our

players are accessing our portal from a jurisdiction where it is legal to play our games. We therefore, cannot ensure that we will not be subject to enforcement actions as a result of this uncertainty and difficulty in controlling access.

In addition, our business may be indirectly affected by our suppliers or customers who may be subject to such legislation. Increased regulation of the Internet may decrease the growth in the use of the Internet or hamper the development of Internet commerce and online entertainment, which could decrease the demand for our services, increase our cost of doing business or otherwise have a material adverse effect on our business, results of operations and financial condition.

Costs and Effects of Compliance with Environmental Laws

Our company is in the business of developing and operating an entertainment and service based website designed to provide a variety of free bingo games and other forms of entertainment focused on the game of bingo. To the best of our knowledge, no federal, state or local environmental laws are applicable to our business.

BRITISH COLUMBIA SECURITIES COMMISSION

Effective September 15, 2008, the British Columbia Securities Commission ("BCSC") issued rule 51-509 Issuers Quoted in the U.S. Over-the-Counter Markets. Rule 51 - 509 requires all Over-the-Counter Companies that have connections to British Columbia (BC) to comply with BC securities law and certain public disclosure requirements. The Company is deemed to have connection to BC due to the fact that administration and a director are located in BC. The Company has complied with rule 51-509 and registered and filed the necessary documents on SEDAR. The Company is deemed, due to the fact that there are less than 50% of the Company's shareholders located in BC, to be a foreign reporting issuer in accordance with NI 71-102 "Continuous Disclosure and Other Exemptions Relating to Foreign Issuers". Therefore the Company is only required to file what it files with the Securities and Exchange Commission on SEDAR.

FINANCIAL INFORMATION ABOUT GEOGRAPHIC AREAS

At the end of fiscal 2008, our equipment was located in Curacao, Netherlands Antilles, Malta and Canada.

AVAILABLE INFORMATION

The Company makes available through the Corporate Bingo.com section of its internet website at http://www.bingo.com its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, Press Releases and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after electronically filing such material with the Securities and Exchange Commission.

You may read and copy any reports, statements or other information that we file with the Securities and Exchange Commission at the Securities and Exchange Commission's Public Reference Room at 100 F Street, N.E., Washington D.C. 20549. You can request copies of these documents, upon payment of a duplicating fee, by writing to the Securities and Exchange Commission. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the operation of the Public Reference Room.

We file our reports with the Securities and Exchange Commission electronically through the Securities and Exchange Commission's Electronic Data Gathering, Analysis and Retrieval ("EDGAR") system. The Securities and Exchange Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding companies that file electronically with the Securities and Exchange Commission through EDGAR. The address of this Internet site is http://www.sec.gov.

In addition, we file our reports on SEDAR, in accordance with rule 51-509 Issuers Quoted in the U.S. Over-the-Counter Markets as required by the British Columbia Securities Commission.

ITEM 2. DESCRIPTION OF PROPERTY.

Our executive office is located in The Valley, Anguilla, British West Indies. We commenced the lease agreement on October 1, 2005, for a period of three years. The monthly rental is $250.

Our primary administrative and development facility is located in leased space in Vancouver, British Columbia. This facility comprises approximately 2,480 square feet. We entered into this lease on September 30, 2005, for a term of sixty months and ending September 30, 2010. The monthly rental is approximately $7,121.

During the year ended December 31, 2007, we opened a sales and marketing office in London, United Kingdom, where we rent space on a monthly basis for 1,500 Pounds Sterling per month from a current director of the Company.

We believe that these facilities will be adequate to meet our requirements for the near future and that suitable additional space will be available if needed. Other than described above, neither we, nor any of our subsidiaries presently own or lease any other property or real estate.

ITEM 3. LEGAL PROCEEDINGS.

We are not currently a party to any legal proceedings and were not a party to any other legal proceeding, during the fiscal year ended December 31, 2008. We are currently not aware of any legal proceedings proposed to be initiated against us. However, from time-to-time, we may become subject to claims and litigation generally associated with any business venture.

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

We held our Annual Meeting of Stockholders in Vancouver on June 3, 2008, all matter were unanimously approved. There were no submissions of matters to a vote of security holders during the third and fourth quarter of 2008.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Our common stock is currently quoted on the National Association of Securities Dealers OTC Bulletin Board (the "OTCBB") under the symbol "BNGOF".

On March 19, 1997, our common stock was approved for trading on the OTCBB under the symbol "PGLB". In January 1999, when we changed our name to Bingo.com, Inc., our OTCBB symbol was changed to "BIGG". On July 26, 1999, we changed our trading symbol from "BIGG" to "BIGR". On April 7, 2005, Bingo.com, Inc. completed a merger with its wholly- owned subsidiary Bingo.com, Ltd. The principal reason for Bingo.com, Inc.'s merger with its subsidiary Bingo.com, Ltd. was to facilitate Bingo.com, Inc.'s reincorporation under the International Business Companies Act of Anguilla, B.W.I. Effective April 7, 2005, the shares of Bingo.com, Ltd. began trading under the new ticker symbol "BNGOF". The bid quotations set forth below, reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not reflect actual transactions.

Quarter Ended	High (1)	Low (1)
December 31, 2008	$0.17	$0.08
September 30, 2008	$0.35	$0.13
June 30, 2008	$0.35	$0.27
March 31, 2008	$0.40	$0.33
December 31, 2007	$0.40	$0.30
September 30, 2007	$0.40	$0.28
June 30, 2007	$0.55	$0.27
March 31, 2007	$0.52	$0.26

1. Prices as per Yahoo! ^TM Finance

On March 31, 2009, the last reported sale price of our common stock, as reported by the OTCBB, was $0.09 per share.

As of March 31, 2009, we believe there are approximately 2,073 shareholders (including nominees and brokers holding street accounts) of our shares of common stock.

Other than described above, our shares of common stock are not and have not been listed or quoted on any other exchange or quotation system.

Dividend Policy

We have not declared or paid any cash dividends on our common stock since our inception, and our Board of Directors currently intends to retain all earnings for use in the business for the foreseeable future. Any future payment of dividends will depend upon our results of operations, financial condition, cash requirements and other factors deemed relevant by our Board of Directors.

Recent Sales of Unregistered Securities

On May 21, 2008, we issued 2,000,000 common shares at $0.30 per share to four subscribers. These shares were issued under Regulation S. None of the subscribers who received shares under Regulation S are U.S. Persons as defined in Rule 902(k) of Regulation S, and no sales efforts were conducted in the U.S., in accordance with Rule 903(c). The subscribers to the offering under Regulation S acknowledged that the securities purchased must come to rest outside the U.S., and the certificates will contain a legend restricting the sale of such securities until the Regulation S holding period is satisfied.

Subsequent to the year ended December 31, 2008, we issued 3,500,000 common shares at $0.15 per share to four subscribers. These shares were issued under Regulation S. None of the subscribers who received shares under Regulation S are U.S. Persons as defined in Rule 902(k) of Regulation S, and no sales efforts were conducted in the U.S., in accordance with Rule 903(c). The subscribers to the offering under Regulation S acknowledged that the securities purchased must come to rest outside the U.S., and the certificates will contain a legend restricting the sale of such securities until the Regulation S holding period is satisfied.

Securities authorized for issuance under equity compensation plans.

We have reserved a total of 1,895,000 common shares for issuance under our 1999 stock option plan. Pursuant to this plan we have 986,500 stock purchase options (2007 - 986,500) outstanding at December 31, 2008. During the year ended December 31, 2008, there were no options exercised nor any options expired, issued under the 1999 plan. Subsequent to the year ended December 31, 2008, 23,500 stock options issued under the 1999 plan, expired unexercised.

We have reserved a total of 5,424,726 common shares for issuance pursuant to grants under the 2001 stock option plan. Pursuant to this plan we have 2,083,500 stock purchase options (2007 - 1,823,300) outstanding as at December 31, 2008. 1,933,500 of the stock options outstanding at December 31, 2008, were granted with vesting provisions as to 10% vesting at the grant date, an additional 15% vesting one year following the date of grant and an additional 2% vesting per month thereafter. During the year ended December 31, 2008, the holders of the stock options exercised 174,500 of their options at $0.05 per share, issued under the 2001 plan. During the year ended December 31, 2008, 175,300 options issued under the 2001 plan, expired unexercised. Subsequent to the year ended December 31, 2008, the holders of the stock options exercised 55,000 of their options at $0.10 per share, issued under the 2001 plan, and 234,500 stock options issued under the 2001 plan, expired unexercised.

We have reserved a total of 2,000,000 common shares for issuance under our 2005 stock option plan. Pursuant to this plan we have 1,925,942 stock purchase options (2007 - 1,800,942) outstanding at December 31, 2008. 1,588,750 of the stock options outstanding at December 31, 2008, were granted with vesting provisions as to 10% vesting at the grant date, an additional 15% vesting one year following the date of grant and an additional 2% vesting per month thereafter. During the year ended December 31, 2008, there were no stock options, issued under the 2005 plan, exercised, however 60,000 stock options issued under the 2005 plan expired unexercised.

The 1999 and 2001 plans were approved in 2001 by our shareholders and the 2005 plan was approved by our shareholders in 2005.

Equity Compensation Plan Information

Plan category	Number of securities to be issued upon exercise of outstanding options and rights	Weighted average exercise price of outstanding options and rights	Number of securities remaining available for future issuance
	(a)	(b)	(c)
Equity compensation plans approved by security holders	4,995,942	$0.30	2,442,334
Equity compensation plans not approved by security holders	0	0	0
Total	4,995,942	$0.30	2,442,334

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

The information contained in this Management's Discussion and Analysis or Plan of Operation contains "forward looking statements." Actual results may materially differ from those projected in the forward looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual future results will not be materially different from the expectations expressed in this Annual Report. The following discussion should be read in conjunction with the audited Consolidated Financial Statements and related Notes thereto included in Item 7 and with the Special Note regarding forward-looking statements included in Part I.

OVERVIEW

Since 1999, we have been focused on providing online bingo games over the Internet to players around the world. We began to experience revenue growth from the advertising contained in these games in fiscal 2000. In early 2005 we expanded our entertainment offering to include bingo games for money as well as soft games such as video poker, slots and hi-lo.

Ninety-five percent of our revenue in 2008 was derived from gaming revenues and five percent from the sale of Internet advertising. We expect that in the future, gaming revenue, focused on bingo, will continue to contribute the majority of our total revenue.

We have made a significant investment in the development of our website, purchase of domain name, branding, marketing, and maintaining operations. As a result we have incurred significant losses since inception, and as of December 31, 2008, had an accumulated deficit of $12,263,550.

Moving forward, we will continue to control operating costs and expansion costs with the objective to operate profitably and efficiently.

The consolidated statement of operations data for the years ended December 31, 2008, and 2007, and the consolidated balance sheet data as of December 31, 2008, and 2007, are derived from our audited consolidated financial statements included in Item 7 of this report, which have been audited by Dohan and Company, CPA's, P.A., independent auditors. The consolidated statement of operations data for the years ended December 31, 2006, 2005, and 2004 and the consolidated balance sheet data as of December 31, 2006, 2005, and 2004, are derived from audited consolidated financial statements not included in this report. The historical results are not necessarily indicative of results to be expected in any future period.

Consolidated Statement of Operations Data:

				Year Ended December 31,
		2008		2007		2006		2005		2004

Revenue
Advertising revenue	$	275,847	$	143,646	$	149,696	$	1,386,479	$	1,158,620
Gaming revenue		5,373,718		2,226,099		2,393,765		594,582		-
Total revenue		5,649,565		2,369,745		2,543,461		1,981,061		1,158,620

Cost of revenue		3,791,218		1,404,851		842,724		485,419		245,594
Gross profit		1,858,347		964,894		1,700,737		1,495,642		913,026
Operating expenses excluding interest and other income (expenses)		3,034,389		2,430,418		2,042,697		1,397,417		991,595
Interest and other income		19,255		33,181		28,124		22,565		6,929
Net (loss) income		(1,156,787)	$	(1,432,343)	$	(313,836)	$	120,790	$	(71,640)

Basic and diluted net (loss) income per share	$	(0.03)	$	(0.04)	$	(0.01)	$	0.00	$	(0.00)
Weighted average common shares Outstanding		35,092,369		32,784,405		27,275,700		26,066,441		20,183,438

				Year Ended December 31,
		2008		2007		2006		2005		2004
Consolidated Balance Sheet Data:
Cash	$	412,002	$	744,596	$	521,203	$	1,071,088	$	74,032
Total assets		2,157,834		2,516,749		2,359,587		2,738,652		1,571,889
Total liabilities		454,396		363,112		434,576		767,775		932,985
Long term obligations		-		-		1,457		9,403		157,042
Total stockholders' equity (deficit)		1,703,438		2,153,637		1,925,011		1,970,877		638,904
Working capital (deficit)		124,495		648,123		475,824		581,855		(625,376)

CRITICAL ACCOUNTING POLICIES

The following discussion of critical accounting policies is intended to supplement the Summary of Significant Accounting Policies presented as Note 2 to our audited consolidated financial statements presented elsewhere in this report. Note 2 summarize the accounting policies and methods used in the preparation of our consolidated financial statements. The policies discussed below were selected because they require the more significant judgments and estimates in the preparation and presentation of our financial statements. On an ongoing basis, management evaluates these judgments and estimates, including whether there are any uncertainties as to compliance with the revenue recognition criteria described below, and recoverability of long-lived assets, as well as the assessment as to whether there are contingent assets and liabilities that should be recognized or disclosed for the consolidated financial statements to fairly present the information required to be set forth therein. We base our estimates on historical experience, as well as other events and assumptions that are believed to be reasonable at the time. Actual results could differ from these estimates under different conditions.

Revenue Recognition

The Company generates the majority of its revenue from gaming revenue. Gaming revenues have been recognized on the basis of total dollars wagered, including bonus wagered, on all games less all winnings payable to players.

Advertising revenues have been recognized as the advertising campaign or impressions and clicks are made on the website and when collection of the amounts are reasonably assured. Cash received in advance of the advertising campaigns or impressions and clicks are recorded under unearned revenue.

Impairment of Long-lived Assets

Management evaluates long-lived assets for impairment in accordance with Statement of Financial Accounting Standards ("SFAS") No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets" and SFAS No. 142 "Accounting for Goodwill and Other Intangible Assets". These assets comprise mainly property and equipment, and the bingo.com domain name. The impairment review is performed by management, whenever events and circumstances indicate that the assets may be impaired. In performing this review, we estimate the future net cash flows from the assets and compare this amount to the carrying value. If this review indicates the carrying value may not be recoverable, impairment losses are measured and recognized based on the difference between the estimated discounted cash flows over the remaining life of the assets and the assets' carrying value. Changes in our future net cash flow estimates may impact our assessment as to whether a particular long-lived asset has been impaired.

SOURCES OF REVENUE AND REVENUE RECOGNITION

We generate our revenue from providing Internet games for money and from the sale of advertising on our website. For the gaming revenue, we recognize revenue on the basis of total dollars wagered, including bonus wagered, on all games less all winnings payable to players. For advertising revenue, we recognize as revenues the amount paid to us upon the delivery and fulfillment of advertising in the form of banner and button ads, email, rich media and newsletters, provided that the collection of the resulting receivable is probable.

SUPPLEMENTARY FINANCIAL INFORMATION

Quarterly Results of Operations

The following tables present our unaudited consolidated quarterly results of operations for each of our last eight quarters. This data has been derived from unaudited consolidated financial statements that have been prepared on the same basis as the annual audited consolidated financial statements and, in our opinion, include all normal recurring adjustments necessary for the fair presentation of such information. These unaudited quarterly results should be read in conjunction with our audited consolidated financial statements, included in Item 7 of this report.

			Three Months Ended
		March 31 2008	June 30 2008	September 30 2008	December 31, 2008
		(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)
Revenue
Advertising revenue	$	83,877	78,417	72,088	41,465
Gaming revenue		1,260,470	1,337,441	1,487,999	1,287,808
Total Revenue		1,344,347	1,415,858	1,560,087	1,329,273

Cost of revenue		938,964	925,293	1,009,045	917,916
Gross profit		405,383	490,565	551,042	411,357
Operating expenses and other (income) / expenses		667,926	725,753	819,816	801,639
Net loss from continuing operations	$	(262,543)	(235,188)	(268,774)	(390,282)
Basic and diluted net loss per share	$	(0.01)	(0.01)	(0.01)	(0.01)
Weighted average common shares, basic and diluted		34,034,857	35,029,873	36,200,203	36,200,203

			Three Months Ended
		March 31 2007	June 30 2007	September 30 2007	December 31, 2007
		(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)
Revenue
Advertising revenue	$	6,300	12,000	34,761	90,585
Gaming revenue		-	226,025	954,815	1,045,259
Total Revenue		6,300	238,025	989,576	1,135,844

Cost of revenue		30,330	139,451	451,187	783,883
Gross profit		(24,030)	98,574	538,389	351,961
Operating expenses and other (income) / expenses		304,937	632,901	934,176	525,223
Net loss from continuing operations	$	(328,967)	(534,327)	(395,787)	(173,262)
Basic and diluted net loss per share	$	(0.01)	(0.02)	(0.01)	(0.01)
Weighted average common shares, basic and diluted		29,393,291	30,678,252	33,949,535	33,982,103

Our financial statements and related schedules are described under "Item 7. Financial Statements".

RESULTS OF OPERATIONS

Years Ended December 31, 2008 and 2007

Revenue

Total revenue increased to $5,649,565 for the year ended December 31, 2008, an increase of 138% over revenue of $2,369,745 for the same period in the prior year. Gaming revenue increased to $5,373,718 for the year ended December 31, 2008, an increase of 141% over gaming revenue of $2,226,099 for the same period in the prior year. During the second quarter of 2007, we launched a United Kingdom website. The increase in revenue is due to a full year of collecting gaming revenue and the increase in the player base throughout the year. Advertising Revenue increased to $275,847 for the year ended December 31, 2008, an increase of 92% over revenue of $143,646 for the same period in the prior year.

Cost of revenue

We recorded cost of revenue of $3,791,218 during the year ended December 31, 2008, an increase of 170% compared to costs of $1,404,851 for the same period in the prior year. The gross margin reduced to 33% in 2008 from 41% in 2007.

Cost of revenue consists of bonuses granted on deposits made by players, the cost of hosting the website, payment processing fees in relation to deposits from and withdrawals to our players, software license fees, and the domain name purchase payments. This increase in the cost of revenue in 2008 is due to the full year of gaming operation in 2008 and the increase in our player base, plus the awarding of deposit bonuses required both to be competitive with other bingo-oriented websites and to build a large customer base as quickly as possible.

Sales and marketing expenses

Sales and marketing expenses increased to $1,291,032 for the year ended December 31, 2008, an increase of 4% over fiscal 2007 Sales and marketing expenses of $1,239,676. Sales and marketing expenses principally include costs for signup bonuses, affiliate commissions, marketing, prizes for our players and other bonuses and incentives offered to gaming players. This increase in sales and marketing expenses in fiscal 2008 is due to the increase in affiliate commissions to promote our website. This is offset by large promotions and advertising, especially television advertising, incurred in 2007 to launch the website in the United Kingdom.

We expect to continue to incur sales and marketing expenses to increase traffic from the United Kingdom and other selected markets and, consequently, deposits to our web portal. These costs will

include bonuses and incentives, affiliate commissions, salaries, advertising, and other promotional expenses intended to increase our subscriber base and improve gaming revenue. There can be no assurances that these expenditures will result in increased traffic or significant additional revenue.

General and administrative expenses

General and administrative expenses consist primarily of premises costs for our office, legal and professional fees, and other general corporate and office expenses. General and administrative expenses increased to $553,486 for the year ended December 31, 2008, a 23% increase over costs of $448,646 for the previous year. General and administrative expenses have increased in comparison to the prior year due to an increase in website site design costs, especially translation of the website into various major languages and the establishment of the United Kingdom office. This increase in cost is offset by legal advice for the filing of the SB2 in 2007.

We expect to continue to incur general and administrative expenses to support the business, and there can be no assurances that we will be able to generate sufficient revenue to cover these expenses.

Salaries, wages, consultants and benefits

Salaries, wages, consultants and benefits increased to $1,008,271 during the year ended December 31, 2008, an increase of 16% over costs of $868,120 for the previous year. This increase is due to the recruitment of additional staff in order to run the expanded business and regular increases in the rates of pay.

Depreciation and amortization

Depreciation and amortization includes depreciation of our equipment, as well as amortization of intangible asset relating to the email list. Equipment is depreciated using the declining balance method over the useful lives of the assets, ranging from three to five years. Depreciation increased to $58,133 during the year ended December 31, 2008, a decrease of 6% over depreciation of $61,892 during the prior year. This decrease in depreciation and amortization can be explained due to the aging of assets, which is offset by the acquisition of equipment, especially computers and servers, to enable us to run the expanded business and for the launch of the website from Malta in 2009.

Stock based Compensation

During the year ended December 31, 2006, the Company adopted SFAS No. 123R (revised 2004) Share-Based Payments, which requires us to expense stock options granted. Stock based compensation decreased to $86,544 during the year ended December 31, 2008, a decrease over stock based compensation of $122,068 during the prior year. This decrease in stock based compensation is due to the expiry of stock options granted in previous years.

Provision for doubtful accounts

During the year ended December 31, 2008, we collected $nil in doubtful accounts, compared to providing $107,486 for doubtful accounts in the prior year. The funds collected during the year ended December 31, 2007, related to funds deposited at the First Curacao International Bank, which has suspended trading and has been placed under the control of the Central Bank of Curacao by the Court of the Netherlands Antilles. The Company had fully provided for these funds in 2006.

Profit on sale of US Gaming players

Effective October 12, 2006, the Company, in response to the United States Unlawful Internet Gambling Enforcement Act, sold its United States players and related assets for $1,200,050, to an arms length third party payable by the purchaser at a variable rate over the subsequent months until fully paid. We recognize the profit from the sale of these assets as and when payment is received. During the year ended December 31, 2008, we collected $63,000 (2007 - $120,000) of the $1,200,050 due.

Other income and expenses

During the year ended December 31, 2008, we made gains of $65,252 (2007 - $101,509) from the settlement of debts with creditors. The majority of this gain for the year ended December 31, 2007, resulted from the settlement of the legal dispute with Campney & Murphy.

During the year ended December 31, 2008, we incurred foreign exchange losses of $158,133 compared to foreign exchange losses of $19,011 in the prior year. These losses are due to the strength of the US Dollar compared to the weakness of the Pound Sterling and the Canadian Dollar.

During the year ended December 31, 2008, we received interest income of $19,054, a decrease of 14% compared to interest income of $22,083 in the prior year. The interest income is received from bank term deposits from investing our cash. The decrease in interest income is due to lower cash balances as a result of continuing operations.

During the year ended December 31, 2008, we received other income of $201, a decrease of 98% compared to other income of $11,098 in the prior year. This other income is received from administration services offered to a company whose director is a current director of our Company. These services ceased in fiscal 2008.

Income taxes

No income taxes were payable in 2008 or in 2007, as a result of the operating losses recorded in previous years. During the year ended December 31, 2005, the Bingo.com, Inc. merged with its subsidiary Bingo.com, Ltd. in Anguilla, British West Indies. Anguilla is a zero tax jurisdiction and therefore accordingly, we have not booked an income tax benefit at December 31, 2008 and 2007. All losses incurred in the Canadian subsidiary can be carried forward for seven years for Canadian income tax purposes.

Net loss and loss per share

We ended the year ended December 31, 2008, with a net loss of ($1,156,787), a basic and diluted loss per share of ($0.03), compared to prior year's net loss and loss per share of ($1,432,343), and ($0.04), respectively. This decrease in net loss compared to the prior year is due to the increase in revenue as a result of the launch of the UK website in the second quarter of 2007.

LIQUIDITY AND CAPITAL RESOURCES

We had cash of $412,002 and positive working capital of $124,495 at December 31, 2008. This compares to cash of $744,596 and positive working capital of $648,123 at December 31, 2007. During the year ended December 31, 2008, we completed private placement offerings of 2 million units at $0.30 per unit. Total proceeds of the offerings was $0.6 million.

During the year ended December 31, 2008, we used cash of $877,172 in operating activities compared to using cash of $1,397,440 in the prior year. The decrease in cash outflow from operating activities in 2008 is due to the increase in revenue as a result of the launch of the UK website during the quarter ended June 30, 2007.

Net cash generated by financing activities was $608,725 in the year ended December 31, 2008, which compares to cash generated of $1,526,126 in 2007. This decrease in cash generated is due to the lower cash raised in the private placements during the year ended December 31, 2008 compared to the year ended December 31, 2007.

We used cash of $64,147 in investing activities in 2008, compared to cash generated of $94,707 in the prior year. This increase in cash used in investing activities is due to the acquisition of equipment, especially servers for operating the expanded business and our launch of the website in Malta in 2009. In addition, we collected $63,000 from the sale of US players during the year ended December 31, 2008, compared to $120,000 in the prior year.

Our future capital requirements will depend on a number of factors, including costs associated with development and marketing of our Web portal, the success and acceptance of gaming operations and the possible acquisition of complementary businesses, products and technologies.

AUDIT COMMITTEE

Our audit committee consists of two directors and reports to the Board of Directors. The audit committee meets regularly throughout the year and met with the independent auditors on March 31, 2009, and approved the financials statements for the year ended December 31, 2008.

ITEM 7. FINANCIAL STATEMENTS.

BINGO.COM, LTD. and subsidiaries

Consolidated Financial Statements

Years ended December 31, 2008 and 2007

Report of Independent Registered Public Accounting Firm	20
Consolidated Financial Statements
Balance Sheets	21
Statements of Operations	22
Statements of Stockholders' Equity	23
Statements of Cash Flows	24
Notes to Consolidated Financial Statements	25

Dohan and Company 7700 North Kendall Drive, #200

Certified Public Accountants Miami, Florida 33156-7578

A Professional Association Telephone (305) 274-1366

Facsimile (305) 274-1368

Email info@uscpa.com

Internet www.uscpa.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

Bingo.com, Ltd. and Subsidiaries

The Valley, Anguilla, B.W.I.

We have audited the accompanying consolidated balance sheets of Bingo.com, Ltd. and Subsidiaries as of December 31, 2008 and 2007, and the related consolidated statements of operations, stockholders equity and cash flows for the years then ended December 31, 2008 and 2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Bingo.com, Ltd. and Subsidiaries as of December 31, 2008 and 2007, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company generated negative cash flows from operating activities during the past year. The Company has working capital of approximately $124,495 and an accumulated deficit of approximately $12,263,550 for the year ended December 31, 2008. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/Dohan and Company, CPA's

Miami, Florida

March 25, 2009

BINGO.COM, LTD. and subsidiaries

Consolidated Balance Sheets

December 31,			2008		2007
Assets
Current assets:
Cash	$		412,002	$	744,596
Accounts receivable, less allowance for doubtful accounts $nil (2007 - $36,778) (Note 4)			43,239		143,186
Prepaid expenses			123,650		123,453
Total Current Assets			578,891		1,011,235

Equipment, net (Note 5)			199,367		129,568

Other assets			122,335		110,878

Domain name rights and intangible assets (Note 6)			1,257,241		1,265,068

Deferred tax asset, less valuation allowance of $278,421 (2007 - $754,719) (Note 9)			-		-

Total Assets	$		2,157,834	$	2,516,749

Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable		$	121,208	$	170,833
Accrued liabilities			99,031		67,021
Accounts payable and accrued liabilities - related party (Note 10)			22,336		24,772
Provision for progressive jackpots			159,798		32,263
Players float			52,023		68,223
Total Current Liabilities			454,396		363,112

Commitments (Note 8)
Contingent liabilities (Notes 12, 13 and 14)

Stockholders' equity (Note 7):
Common stock, no par value, unlimited shares authorized, 36,200,203 shares issued and outstanding (December 31, 2007 - 34,025,703)			13,942,408		13,235,820
Accumulated deficit			(12,263,550)		(11,106,763)
Accumulated other comprehensive loss: Foreign currency translation adjustment			24,580		24,580
Total Stockholders' Equity			1,703,438		2,153,637

Total Liabilities and Stockholders' Equity		$	2,157,834	$	2,516,749

See accompanying notes to consolidated financial statements.

BINGO.COM, LTD. and subsidiaries

Consolidated Statements of Operations

Years ended December 31,		2008		2007

Advertising revenue	$	275,847	$	143,646
Gaming revenue		5,373,718		2,226,099
Total revenue		5,649,565		2,369,745

Cost of producing revenue		3,791,218		1,404,851

Gross profit		1,858,347		964,894

Operating expenses:
Depreciation and amortization		58,133		61,892
General and administrative		553,486		448,646
Provision for doubtful accounts		-		(107,486)
Salaries, wages, consultants and benefits		1,008,271		868,120
Stock based compensation		86,544		122,068
Selling and marketing		1,291,032		1,239,676
Total operating expenses		2,997,466		2,632,916

Loss before other income (expense) and income taxes		(1,139,119)		(1,668,022)

Other income (expense):
Foreign exchange losses		(158,133)		(19,011)
Gain on settlement of debt		65,252		101,509
Loss on disposal of equipment		(7,042)		-
Interest income		19,054		22,083
Other income		201		11,098
Profit from sale of US players and related assets (Note 3)		63,000		120,000

Loss before income taxes		(1,156,787)		(1,432,343)

Income tax expense		-		-

Net loss	$	(1,156,787)	$	(1,432,343)

Net loss per common share, basic and diluted (Note 2)	$	(0.03)	$	(0.04)

Weighted average common shares outstanding, basic and diluted (Note 2)		35,092,369		32,784,405

See accompanying notes to consolidated financial statements.

BINGO.COM, LTD. and subsidiaries

Consolidated Statements of Stockholders' Equity

Years ended December 31, 2008 and 2007

	Common stock			Accumulated Other Comprehensive loss
	Shares	Amount	Accumulated (Deficit)	Foreign currency translation adjustment	Total Stockholders' Equity
Balance, December 31, 2006	27,640,553	$ 11,574,851	$ (9,674,420)	$ 24,580	$1,925,011

Private placement	6,000,000	1,500,000	-	-	1,500,000

Exercise of stock options	385,150	27,582	-	-	27,582

Stock-based compensation	-	122,068	-	-	122,068

Issuance of consultant stock options	-	11,319	-	-	11,319

Net loss	-	-	(1,432,343)	-	(1,432,343)
Balance, December 31, 2007	34,025,703	$13,235,820	$(11,106,763)	$ 24,580	2,153,637

Private placement	2,000,000	600,000	-	-	600,000

Exercise of stock options	174,500	8,725	-	-	8,725

Stock-based compensation	-	86,544	-	-	86,544

Issuance of consultant stock options	-	11,319	-	-	11,319

Net loss	-	-	(1,156,787)	-	(1,156,787)
Balance, December 31, 2008	36,200,203	$13,942,408	$(12,263,550)	$ 24,580	1,703,438

See accompanying notes to consolidated financial statements.

BINGO.COM, LTD. and subsidiaries

Consolidated Statements of Cash Flows

Years ended December 31,		2008		2007
Cash flows from operating activities:
Net loss	$	(1,156,787)	$	(1,432,343)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		58,133		61,892
Gain on settlement of debt		(65,252)		(101,509)
Loss on disposal of equipment		7,042		-
Stock-based compensation		86,544		122,068
Issuance of consultant stock option		11,319		11,319
Profit from the sale of US players and related assets		(63,000)		(120,000)
Changes in operating assets and liabilities:
Accounts receivable		99,947		64,812
Prepaid expenses		(197)		45,411
Other assets		(11,457)		(80,591)
Accounts payable and accrued liabilities		45,201		(68,984)
Provision for progressive jackpots		127,535		32,263
Players float		(16,200)		68,223
Net cash used in operating activities		(877,172)		(1,397,439)

Cash flows from investing activities:
Acquisition of equipment		(127,147)		(25,405)
Proceeds from sale of US players and related assets		63,000		120,000
Proceeds on disposal of equipment		-		112
Net cash (used in) provided by investing activities		(64,147)		94,707

Cash flows from financing activities:
Exercise of stock options		8,725		27,582
Private placement		600,000		1,500,000
Repayment of loans and notes payable		-		(1,457)
Net cash provided by financing activities		608,725		1,526,125

Change in cash		(332,594)		223,393

Cash, beginning of year		744,596		521,203
Cash, end of year	$	412,002	$	744,596

Supplementary information:
Interest paid	$	-	$	-
Income taxes paid	$	-	$	-

Non-cash transactions:
Acquisition of equipment in exchange for settlement of debt	$	-	$	10,878

See accompanying notes to consolidated financial statements.

BINGO.COM, LTD. and subsidiaries

Notes to Consolidated Financial Statements

Years ended December 31, 2008 and 2007

1. Introduction:

Nature of business

Bingo.com, Ltd. (the "Company") was incorporated on January 12, 1987, under the laws of the State of Florida as Progressive General Lumber Corp. On January 22, 1999, the Company changed its name to Bingo.com, Inc. On April 7, 2005, Bingo.com, Inc. completed a merger with its wholly- owned subsidiary Bingo.com, Ltd. The surviving corporation of the merger is Bingo.com, Ltd. which is domiciled in Anguilla, British West Indies. All of the outstanding common shares of Bingo.com, Ltd. were registered by Bingo.com, Inc. and Bingo.com, Ltd. under an S-4 registration statement dated March 3, 2005. The S-4 registration statement became effective on March 8, 2005. The principal reason for Bingo.com, Inc.'s merger with its subsidiary Bingo.com, Ltd. was to facilitate Bingo.com, Inc.'s reincorporation under the International Business Companies Act of Anguilla, B.W.I. Anguilla, B.W.I. is a corporate tax- free jurisdiction. Effective Thursday, April 7, 2005, the shares of Bingo.com, Ltd. began trading under the new ticker symbol "BNGOF".

The Company is in the business of providing games and entertainment based on the game of bingo through its Internet portal, www.bingo.com and earns revenue from selling advertising and providing games of chance to its registered subscribers.

Continuing operations

These consolidated financial statements have been prepared on the going concern basis, which presumes the realization of assets and the settlement of liabilities in the normal course of operations. The application of the going concern basis is dependent upon the Company achieving profitable operations to generate sufficient cash flows to fund continued operations, or, in the absence of adequate cash flows from operations, obtaining additional financing. The Company has reported losses from operations for the year ended December 31, 2008 and 2007, and has an accumulated deficit of $12,263,550 as at December 31, 2008.

In view of the matters described in the preceding paragraph, recoverability of a major portion of the recorded asset amounts and settlement of the liability amounts shown in the accompanying balance sheets is dependent upon continued operations of the Company, which in turn is dependent upon the Company's ability to succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

Management continues to review operations in order to identify additional strategies designed to generate cash flow, improve the Company's financial position, and enable the timely discharge of the Company's obligations. If management is unable to identify sources of additional cash flow in the short term, it may be required to further reduce or limit operations.

BINGO.COM, LTD. and subsidiaries

Notes to Consolidated Financial Statements

Years ended December 31, 2008 and 2007

2. Summary of significant accounting policies:

(a) Basis of presentation:

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The financial statements include the accounts of the Company's wholly-owned subsidiaries, English Bay Office Management Limited (registered in British Columbia, Canada), Bingo.com N.V. (registered in Curacao, Netherlands Antilles), Bingo.com (Alderney) Limited (registered in Alderney, Channel Islands), Coral Reef Marketing Inc. (registered in Anguilla), Bingo.com (Antigua) Inc., Bingo.com (Wyoming) Inc., Bingo Acquisition Corp, Bingo.com Services Limited (registered in the Untied Kingdom) and the 99% owned subsidiaries, Bingo.com (UK) plc. (registered in the Untied Kingdom) and Bingo.com Operations Limited (registered in Malta). All material intercompany balances and transactions have been eliminated in the consolidated financial statements.

(b) Use of estimates:

The preparation of consolidated financial statements in conformity with generally accepted accounting principles of the United States of America, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and recognized revenues and expenses for the reporting periods.

Significant areas requiring the use of estimates include the valuation of long-lived assets, the collectibility of accounts receivable and the valuation of deferred tax assets. Actual results may differ significantly from these estimates.

Gaming revenues have been recognized on the basis of total dollars wagered, including bonus wagered, on all games less all winnings payable to players.

(d) Foreign currency:

The consolidated financial statements are presented in United States dollars, the functional currency of the Company. The Company accounts for foreign currency transactions and translation of foreign currency financial statements under Statement of Financial Accounting Standards ("SFAS") No. 52, "Foreign Currency Translation" ("SFAS 52"). Transaction amounts denominated in foreign currencies are translated at exchange rates prevailing at the transaction dates. Carrying values of monetary assets and liabilities are adjusted at each balance sheet date to reflect the exchange rate at that date. Non-monetary assets and liabilities are translated at the exchange rate on the original transaction date.

BINGO.COM, LTD. and subsidiaries

Notes to Consolidated Financial Statements

Years ended December 31, 2008 and 2007

2. Summary of significant accounting policies (Continued):

(d) Foreign currency: (Continued)

Gains and losses from restatement of foreign currency monetary and non-monetary assets and liabilities are included in income. Revenues and expenses are translated at the rates of exchange prevailing on the dates such items are recognized in earnings.

(e) Cash and cash equivalents

Cash and cash equivalents include cash on hand and, on occasion, short term investments. The Company considers all highly liquid instruments purchased with a remaining maturity of less than three months at the time of purchase as cash equivalents.

(f) Accounts receivable:

Trade and other accounts receivable are reported at face value less any provisions for uncollectible accounts considered necessary. Accounts receivable includes receivables from payment processors and trade receivables from customers. The Company estimates doubtful accounts on an item-by-item basis and includes over-aged accounts as part of allowance for doubtful accounts, which are generally ones that are ninety-days overdue. Bad debt expense, for the year ended December 31, 2008, was $nil (2007 - $nil), including a provision for doubtful accounts of $nil (2007 - $nil). Bad Debt recovery for the year ended December 31, 2008, was $nil (2007 - $107,486).

(g) Equipment:

Equipment is recorded at cost less accumulated depreciation. Depreciation is provided for annually on the declining balance method over the following periods :

Equipment and computers 3 years

Furniture and fixtures 5 years

Leasehold improvements duration of the lease

Expenditures for maintenance and repairs are charged to expenses as incurred. Major improvements are capitalized. Gains and losses on disposition of equipment are included in income or expenses as realized.

(h) Advertising:

The Company expenses the cost of advertising in the period in which the advertising space or airtime is used. Advertising costs charged to selling and marketing expenses in 2008 totaled $79,833 (2007 - $221,763).

(i) Stock-based compensation:

Effective January 1, 2006, the Company adopted SFAS No. 123(R), "Share-Based Payment" ("SFAS 123(R)") and related interpretations which superseded APB No. 25. SFAS 123(R) requires that all stock-based compensation be recognized as an expense in the

BINGO.COM, LTD. and subsidiaries

Notes to Consolidated Financial Statements

Years ended December 31, 2008 and 2007

2. Summary of significant accounting policies (Continued):

(i) Stock-based compensation: (Continued)

financial statements and that such cost be measured at the fair value of the award. This statement was adopted using the modified prospective method, which requires the Company to recognize compensation expense on a prospective basis.

Therefore, prior period financial statements have not been restated. Under this method, in addition to reflecting compensation expense for new share-based awards, an expense is also recognized to reflect the remaining service period of awards that had been included in pro-forma disclosures in prior periods.

The fair value of each option grant has been estimated on the date of the grant using the Black-Scholes option-pricing model with the following assumptions:

	2008	2007
Expected dividend yield	-	-
Expected stock price volatility	82 - 91%	90 - 101%
Weighted average volatility	127%	134%
Risk-free interest rate	3.36 - 4.52%	4.45 - 4.68%
Expected life of options	2.5 - 5 years	2.5 - 5 years
Block discount applied	40%	40%

The block discount applied was due to the illiquidity of shares.

(j) Impairment of long-lived assets and long-lived assets to be disposed of:

The Company accounts for long-lived assets in accordance with the provisions of SFAS No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets" and SFAS No. 142 "Accounting for Goodwill and Other Intangible Assets" ("SFAS 142"). During the years presented, the only long-lived assets reported on the Company's consolidated balance sheet are equipment, intangible assets and domain name rights. These provisions require that long-lived assets and certain identifiable recorded intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset.

If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceed the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount and the fair value less costs to sell.

(k) Income taxes:

The Company follows the asset and liability method of accounting for income taxes. Under this method, current income taxes are recognized for the estimated income taxes payable for the current period. Deferred income taxes are provided based on the estimated future

BINGO.COM, LTD. and subsidiaries

Notes to Consolidated Financial Statements

Years ended December 31, 2008 and 2007

2. Summary of significant accounting policies (Continued):

(k) Income taxes: (Continued)

tax effects of temporary differences between financial statement carrying amounts of assets and liabilities and their respective tax bases, as well as the benefit of losses available to be carried forward to future years for tax purposes.

Deferred tax assets and liabilities are measured using the enacted tax rates that are expected to apply to taxable income in the years in which those temporary differences are expected to be recovered and settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is recorded for deferred tax assets when it is not more likely than not that such future tax assets will be realized.

(l) Net (loss) income per share:

Statement of Financial Accounting Standards No. 128, "Earnings per Share", requires presentation of basic earnings per share ("Basic EPS") and diluted earnings per share ("Diluted EPS"). Basic earnings (loss) per share is computed by dividing earnings (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution, using the treasury stock method, that could occur if outstanding options or warrants were exercised and converted into common stock. In computing diluted earnings per share, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period.

Options and warrants will have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants. In periods where losses are reported, the weighted average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive.

The earnings per share data for the year ended December 31, 2008 and 2007 are summarized as follows:

		2008		2007
Net loss for the year - as reported	$	(1,156,787)	$	(1,432,343)

Basic earnings per share weighted average number of common shares outstanding		35,092,369		32,784,405

Effect of dilutive securities
Stock Options		1,227,167		2,019,328

Diluted earnings per share weighted average number of common shares outstanding		36,319,536		34,803,733

BINGO.COM, LTD. and subsidiaries

Notes to Consolidated Financial Statements

Years ended December 31, 2008 and 2007

2. Summary of significant accounting policies (Continued):

(m) Domain name and intangible assets:

The Company has capitalized the cost of the purchase of the domain name Bingo.com and was amortizing the cost over five years from the date of commencement of operations. In 2002, the Company suspended the amortization of the domain name cost in accordance with SFAS 142, where companies are no longer required to amortize indefinite life assets but instead test the indefinite intangible asset for impairment at least annually. The capitalized amount is based on the net present value of the minimum payments permitted under the terms of the purchase agreement. The domain name is tested for impairment by comparing the future cash flows of the domain name with its carrying value. The Company determined that no impairment existed for the years presented. The Company capitalized the cost of the email list as an intangible asset and is amortizing the cost over the life of the contract (five years).

(n) New accounting pronouncements:

In December 2007 the FASB issued Statement No. 141(R) "Business Combinations" ("FAS 141(R)"). FAS 141(R) requires the acquiring entity in a business combination to recognize the full fair value of assets acquired and liabilities assumed in the transaction (whether a full or partial acquisition); establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed; requires expensing of most transaction and restructuring costs; and requires the acquirer to disclose to investors and other users all of the information needed to evaluate and understand the nature and financial effect of the business combination. FAS 141(R) applies prospectively to business combinations for which the acquisition date is on or after January 1, 2009. The impact of FAS No. 141R on the consolidated financial statements will depend upon the nature, terms and size of the acquisitions we consummate after the effective date.

In December 2007, the FASB issued SFAS No. 160. "Noncontrolling Interests in Consolidated Financial Statements-an Amendment of ARB No. 51" ("SFAS No. 160"). SFAS No. 160 establishes accounting and reporting standards pertaining to ownership interests in subsidiaries held by parties other than the parent, the amount of net income attributable to the parent and to the noncontrolling interest, changes in a parent's ownership interest, and the valuation of any retained noncontrolling equity investment when a subsidiary is deconsolidated. This statement also establishes disclosure requirements that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008. The Company does not expect SFAS No. 160 to have a material impact on the Company's consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities" ("SFAS 161"). SFAS 161 amends and expands the disclosure requirements in SFAS 133, "Accounting for Derivative Instruments and Hedging

BINGO.COM, LTD. and subsidiaries

Notes to Consolidated Financial Statements

Years ended December 31, 2008 and 2007

2. Summary of significant accounting policies (Continued):

(n) New accounting pronouncements: (Continued)

Activities" but does not change SFAS 133's scope or accounting. SFAS 161 requires qualitative, quantitative, and credit-risk disclosures. SFAS No. 161 requires enhanced disclosures about an entity's derivative and hedging activity. Entities are required to provide enhanced disclosures about how and why they use derivative instruments, how derivative instruments and related hedged items are accounted for under SFAS No. 133 and how derivative instruments and related hedged items affect an entity's financial position, financial performance and cash flows. SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008, the year beginning December 28, 2008, for the Company. The Company is currently evaluating the impact of adopting the Statements on its results of operations and financial position.

In December 2008, the FASB issued FSP No. FAS 132(R)-1 ("FSP FAS 132(R)-1"), "Employers Disclosures about Postretirement Benefit Plan Assets," which expands the disclosure requirements about plan assets for defined benefit pension plans and postretirement plans. FSP FAS 132(R)-1 is effective for financial statements issued for fiscal years ending after December 15, 2009, the year ending December 26, 2009 for the Company.

On May 9, 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles" ("SFAS No. 162") which reorganizes the generally accepted accounting principles ("GAAP") hierarchy as detailed in the statement. The purpose of the new standard is to improve financial reporting by providing a consistent framework for determining what accounting principles should be used when preparing U.S. GAAP financial statements. SFAS No. 162 became effective on November 15, 2008. The Company does not expect the adoption of SFAS No. 162 to effect the financial position, results of operations or cash flows of the Company.

(o) Financial instruments:

(i) Fair values:

The fair value of cash, accounts receivable, accounts payable, accrued liabilities, unearned revenue and amounts due to related parties approximate their financial statement carrying amounts due to the short-term maturities of these instruments.

(ii) Foreign currency risk:

The Company operates internationally, which gives rise to the risk that cash flows may be adversely impacted by exchange rate fluctuations. The Company has not entered into any forward exchange contracts or other derivative instrument to hedge against foreign exchange risk.

BINGO.COM, LTD. and subsidiaries

Notes to Consolidated Financial Statements

Years ended December 31, 2008 and 2007

2. Summary of significant accounting policies (Continued):

(p) Reclassification

Certain comparative figures have been reclassified to conform to the presentation adopted in the current year.

3. Sale of US players and related assets:

Effective October 12, 2006, the Company, in response to the United States Unlawful Internet Gambling Enforcement Act, sold its United States players and related assets for $1,200,050, payable by the arms-length purchaser at a variable rate over the subsequent months. The Company will recognize the profit from the sale of these assets as and when payment is received. During the year ended December 31, 2008, the Company collected $63,000 (2007 $120,000) in payment for these assets.

		Amount
Balance December 31, 2006	$	1,020,050

Payments received		(120,000)

Balance December 31, 2007		900,050

Payments received		(63,000)

Balance remaining December 31, 2008	$	837,050

4. Accounts Receivable:

The accounts receivable as at December 31, 2008, is summarized as follows:

		2008		2007
Accounts receivable	$	43,239	$	179,964

Provision for doubtful accounts		-		(36,778)

Net accounts receivable		43,239		143,186

The Company has provided $nil (2007 - $36,778) for doubtful accounts.

5. Equipment:

2008		Cost	Accumulated depreciation	Net book Value

Equipment and computers	$	530,650	344,644	186,006
Furniture and fixtures		17,854	9,770	8,084
Leasehold improvements		12,546	7,269	5,277
	$	561,050	361,683	199,367

BINGO.COM, LTD. and subsidiaries

Notes to Consolidated Financial Statements

Years ended December 31, 2008 and 2007

5. Equipment: (Continued)

2007		Cost	Accumulated depreciation	Net book Value

Equipment and computers	$	418,080	306,908	111,172
Furniture and fixtures		17,854	7,750	10,104
Leasehold improvements		12,546	4,254	8,292
	$	448,480	318,912	129,568

Depreciation expense was $50,306 (2007 - $52,005) for the year ended December 31, 2008.

6. Domain name rights and intangible asset:

The rights to use the domain name bingo.com were acquired in January of 1999 for a cash payment of $200,000 and the issuance of 500,000 shares of common stock of the Company at a value of $2.00 per share. The agreement was signed with Bingo, Inc., an unrelated party at the date of signing of the agreement. Under the terms of the agreement, the Company is required to make quarterly domain name purchase payments to the vendor based on 4% of annual gross revenue (as defined in the agreement), with total minimum payments of $1,100,000 in the first three years, including the initial cash payment, required over the 99 year period ended December 31, 2098. These minimum payment commitments were completed on June 30, 2002. During the year ended December 31, 2002, the agreement was amended so that the remaining domain name purchase payments to the vendor are made monthly, based on 4% of the preceding month's gross revenue. During the year ended December 31, 2008, expense payments of $225,983 (2007 - $94,790) were paid in accordance with the amended agreement.

Domain name rights have been capitalized on the balance sheet based on the present value of the future minimum royalty payments. In 2002, the Company suspended the amortization of the domain name in accordance with SFAS No. 142, where companies are no longer permitted to amortize indefinite life intangible assets. The intangible asset consists of an email list of Games, Inc. The Company capitalized the cost of the legal settlement with Roger Ach, the Lottery Channel Inc. and Games, Inc., whereby the Company will receive free advertising on the Lottery Channel Inc. and Games, Inc. websites for a period of five years.

2008		Cost		Accumulated amortization		Net book Value

Domain name rights	$	1,934,500	$	677,259	$	1,257,241
Intangible asset - email list		49,436		49,436		-
	$	1,983,936	$	726,695	$	1,257,241

2007		Cost		Accumulated amortization		Net book Value

Domain name rights	$	1,934,500	$	677,259	$	1,257,241
Intangible asset - email list		49,436		41,609		7,827
	$	1,983,936	$	718,868	$	1,265,068

Amortization expense was $7,827 (2007 - $9,887) for the year ended December 31, 2008.

BINGO.COM, LTD. and subsidiaries

Notes to Consolidated Financial Statements

Years ended December 31, 2008 and 2007

7. Stockholders' equity:

The holders of common stock are entitled to one vote for each share held. There are no restrictions that limit the Company's ability to pay dividends on its common stock. The Company has not declared any dividends since incorporation. The Company's common stock has a no par value per common stock.

(a) Common stock issuances:

During the year ended December 31, 2008, Bingo.com, Ltd. completed a private placement offering of 2 million shares at $0.30 per share. Total proceeds of the offering were $600,000.

During the year ended December 31, 2008, the holders of stock options exercised their options for 174,500 shares for $8,725 at an exercise price of $0.05 per share.

During the year ended December 31, 2007, Bingo.com, Ltd. completed a private placement offering of 6 million units at $0.25 per unit. Total proceeds of the offering were $1.5 million. Each unit consisted of one common share and one half common share purchase warrant. Each whole warrant is exercisable into one additional common share of the Company for a period of two years at an exercise price of $0.35 per share. The warrants are non-transferable and subsequent to the year ended December 31, 2008, expired unexercised.

During the year ended December 31, 2007, the holders of stock options exercised their options for 385,150 shares for $27,582 at exercise prices ranging from $0.05 to $0.10 per share.

Subsequent to the year ended December 31, 2008, Bingo.com, Ltd. completed a private placement offering of 3.5 million shares at $0.15 per share. Total proceeds of the offering were $525,000.

Subsequent to the year ended December 31, 2008, the holders of stock options exercised their options for 55,000 shares for $5,500 at an exercise price of $0.10 per share.

(b) Stock option plans:

(i) 1999 stock option plan:

The Company has reserved a total of 1,895,000 common shares for issuance under its 1999 stock option plan. The plan provides for the granting of non-qualified stock options to directors, officers, eligible employees and contractors of the Company. The Board of Directors determines the terms of the options granted, including the number of options granted, the exercise price and their vesting schedule.

As at December 31, 2008, there were a total of 986,500 stock options (2007 - 986,500) stock options) outstanding at exercise prices ranging from $0.05 to $0.15 per share. During the year ended December 31, 2008, there were no options exercised, expired or issued, under the 1999 plan. Subsequent to the year ended December 31, 2008, 23,500 options expired unexercised.

BINGO.COM, LTD. and subsidiaries

Notes to Consolidated Financial Statements

Years ended December 31, 2008 and 2007

7. Stockholders' equity: (Continued)

(b) Stock option plans: (Continued)

Of the options outstanding at December 31, 2008, a total of 86,500 (2007 - 86,500) were issued where 10% vests at the grant date, 15% one year following the grant date and 2% per month starting 13 months after the grant date. A total of 86,500 (2007 - 65,500) of these common stock purchase options had vested at December 31, 2008.

(ii) 2001 stock option plan:

During the year ended December 31, 2001, the Company's Board of Directors adopted the 2001 stock option plan. The Company has reserved a total of 5,424,726 common shares for issuance under the 2001 stock option plan. The plan provides for the granting of incentive and non-qualified stock options to directors, officers, eligible employees and contractors of the Company. The Board of Directors determines the terms of the options granted, including the number of options granted, the exercise price and their vesting schedule.

As at December 31, 2008, there were a total of 3,850,700 stock options (2007 - 3,475,000 stock options) issued, of which 1,767,200 (2007 - 1,592,700) had been exercised as at December 31, 2008. During the year ended December 31, 2008, 175,300 (2007 - 59,000) stock options expired unexercised. Therefore as at December 31, 2008, there were 2,083,500 (2007 - 1,823,300) stock options outstanding at exercise prices ranging from $0.05 to $0.33 per share. Of the options outstanding at December 31, 2008, a total of 1,933,500 (2007 - 1,373,300) were issued where 10% vests at the grant date, 15% one year following the grant date and 2% per month starting 13 months after the grant date. A total of 1,502,000 (2007 - 1,465,550) of these common stock purchase options had vested at December 31, 2008.

Subsequent to the year ended December 31, 2008, the holders of the stock options exercised 55,000 of their options, issued under the 2001 plan, whose options price was $0.10. In addition, 258,000 stock options, issued under the 2001 plan, expired unexercised.

(iii) 2005 stock option plan:

During the year ended December 31, 2005, the Company's Board of Directors adopted the 2005 stock option plan, which was approved by the shareholders at the Annual General meeting. The Company has reserved a total of 2,000,000 common shares for issuance under the 2005 stock option plan. The Plan is intended to provide incentive to employees, directors, advisors and consultants of the Corporation to encourage proprietary interest in the Corporation, to encourage such employees to remain in the employ of the Corporation or such directors, advisors and consultants to remain in the service of the Corporation, and to attract new employees, directors, advisors and consultants with outstanding qualifications. The Board of Directors determines the terms of the options granted, including the number of options granted, the exercise price and their vesting schedule.

As at December 31, 2008, there were a total of 1,925,942 (2007 - 1,800,942) stock options outstanding at an exercise prices ranging between $0.27 and $0.91 per share.

BINGO.COM, LTD. and subsidiaries

Notes to Consolidated Financial Statements

Years ended December 31, 2008 and 2007

7. Stockholders' equity: (Continued)

(b) Stock option plans: (Continued)

Of the options outstanding at December 31, 2008, a total of 1,588,750 (2007 - 1,463,750) were issued where 10% vests at the grant date, 15% one year following the grant date and 2% per month starting 13 months after the grant date. A total of 1,246,792 (2007 - 829,242) of these common stock purchase options had vested at December 31, 2008.

A summary of stock option activity for the stock option plans for the years ended December 31, 2008 and 2007 are as follows:

	Number of shares		Weighted average exercise price
Outstanding, December 31, 2006	4,205,392	$	0.27

Granted	950,000		0.29
Exercised	(385,150)		0.07
Expired	(159,500)		0.43

Outstanding, December 31, 2007	4,610,742		0.28

Granted	795,000		0.31
Exercised	(174,500)		0.05
Expired	(235,300)		0.14

Outstanding, December 31, 2008	4,995,942		0.30

The following table summarizes information concerning outstanding and exercisable stock options at December 31, 2008:

Range of exercise prices per share		Number outstanding	Number exercisable	Expiry date
	0.10	258,000	258,000	January 16, 2009
	0.10	55,000	55,000	February 9, 2009
	0.10	300,000	300,000	April 16, 2009
	0.10	844,500	844,500	August 27, 2009
	0.15	777,500	777,500	September 23, 2009
	0.60	753,750	664,150	July 18, 2010
	0.91	62,192	62,192	May 18, 2011
	0.91	285,000	176,700	June 13, 2011
	0.27	590,000	348,000	February 28, 2012
	0.33	275,000	165,000	March 5, 2012
	0.30	25,000	7,250	October 22, 2012
	0.31	770,000	77,000	May 28,2013
		4,995,942	3,735,292

During the years ended December 31, 2008, the Company recorded stock compensation expense of $86,544 (2007 - $122,068) relating to the issuance of common stock purchase options to certain employees, officers, and directors of the Company in accordance with FASB 123.

BINGO.COM, LTD. and subsidiaries

Notes to Consolidated Financial Statements

Years ended December 31, 2008 and 2007

7. Stockholders' equity: (Continued)

During the year ended December 31, 2007, the Company issued 3,000,000 warrants which are exercisable into 3,000,000 common shares at $0.35 per share over a period of two years. The warrants are non-transferable and subsequent to the year ended December 31, 2008, expired unexercised.

8. Commitments:

The Company leases office facilities in Vancouver, British Columbia, Canada; The Valley, Anguilla, British West Indies; and London, United Kingdom. These office facilities are leased under a operating lease agreements. The Canadian operating lease agreement expires on September 30, 2010. The Anguillian operating lease expires on September 30, 2009. The United Kingdom lease, is leased from a company owned by a current director and officer of the Company. This lease is for 30 days and is automatically renewed with a 30 day notice period.

Minimum lease payments under these operating leases are approximately as follows:


2009	$	89,879
2010		64,093
2011		-

The Company paid rent expense totaling $101,328 for the year ended December 31, 2008 (2007 - $87,064).

The Company has a management consulting agreement with T.M. Williams (Row), Inc., an Anguilla incorporated company and Mr. Williams dated August 20, 2001, (the "Williams Agreement"), amended February 28, 2002, in connection with the provision of services by Mr. Williams as President and Chief Executive Officer of the Company. The agreement was renewed for a further one year period on August 1, 2008, on substantially the same terms and conditions, whereby the Company will pay to T.M. Williams (Row), Ltd., 10% of the operating profit of the Company, as defined in the amendment, to a maximum of $25,000 per month, in arrears.

9. Income taxes:

Bingo.com, Ltd. is domiciled in the tax-free jurisdiction of Anguilla, British West Indies. The computed benefit / expense differed from the amounts computed by applying the United States of America federal income tax rate of 34 percent and various other rates for other jurisdictions to the pretax income / losses from operations as a result of the following:

BINGO.COM, LTD. and subsidiaries

Notes to Consolidated Financial Statements

Years ended December 31, 2008 and 2007

9. Income taxes: (Continued)

		2008		2007
Computed "expected" tax (expense) benefit	$	393,307	$	486,997
Increase (reduction) in income taxes resulting from income taxes in other tax jurisdictions		(408,818)		(487,543)
Other		(1,312)		(5,944)
Expiration of tax asset		(229,456)		(333,559)
Change in taxation rates in other jurisdictions		(190,116)		-
Change in exchange rates		(42,398)		118,600
Change in valuation allowance		478,793		221,449
	$	-	$	-

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2008 and 2007 are presented below:

		2008		2007
Deferred tax assets:
Net operating loss carry forwards	$	275,926	$	754,719

Valuation Allowance		275,926		754,719
	$	-	$	-

The valuation allowance for deferred tax assets as of December 31, 2008 and 2007, was $275,926 and $754,719, respectively. The net change in the total valuation allowance for the years ended December 31, 2008 and 2007, was a decrease of $478,793 and $221,449 respectively.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those differences become deductible.

Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in assessing the realizability of deferred tax assets.

In order to fully realize the deferred tax asset attributable to net operating loss carryforwards, the Company will need to generate future taxable income of approximately $1,842,000 in Canada prior to the expiration of the net operating loss carryforwards. During the year ended December 31, 2008, $882,524 (2007 - $954,138) of these net operating loss carryforwards expired in Canada.

BINGO.COM, LTD. and subsidiaries

Notes to Consolidated Financial Statements

Years ended December 31, 2008 and 2007

10. Related party transactions:

The Company has a liability for $3,582 (2007 - $2,306) to a company owned by a current director and officer of the Company for payment of services rendered and expenses incurred by a current director and officer of the Company.

The Company has a liability of $1,771 (December 31, 2007 - $nil), to a director and officer of the Company for payment of services rendered and expenses incurred by the director and officer of the Company.

Payments made to Bingo, Inc. in relation to the domain name purchase payment totaled $225,983 during the year ended December 31, 2008 (2007 - $94,790).

The Company supplied administration services of $65 (2007 - $816) to a company whose director is a current director and officer of the Company. In addition, the Company incurred administrative expenses in connection with this related company and as at December 31, 2008, there was a receivable balance of $nil (2007 - $13,259). During the year ended December 31, 2008, the current director ceased to be a director of the related company.

11. Segmented information:

The Company operates in one reportable business segment, the business of providing games and entertainment based on the game of bingo through its Internet portal, bingo.com, supported mainly by the revenue generated from the deposits received for the games for money and selling advertising on the website. The revenue for the year ended December 31, 2008 and 2007, has been derived primarily from the revenue generated from the deposits received for the games for money.

Equipment

The Company's equipment is located as follows:

Net Book Value		2008		2007

Canada	$	75,116	$	78,588
Curacao, Netherlands Antilles		37,547		50,980
Malta		86,704		-
	$	199,367	$	129,568

12. Concentrations:

Major customers

For the year ended December 31, 2008, there was no single player on the gaming site who had wagered more than 10% of the total gaming revenue. The Company is reliant on various payment processors who process funds players have wagered on the gaming site. For the year ended December 31, 2008, there were two processors, Royal Bank of Scotland and NETeller, each receiving 92% and 8% (2007 - 90% and 10%) respectively of the total funds processed during the year ended December 31, 2008.

BINGO.COM, LTD. and subsidiaries

Notes to Consolidated Financial Statements

Years ended December 31, 2008 and 2007

12. Concentrations: (Continued)

During the year ended December 31, 2008, the Company offered limited advertising. Therefore there were no advertising sales representing more than 10% of the total sales.

13. Concentrations of credit risk:

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable. The Company places its cash with high quality financial institutions and limits the amount of credit exposure with any one institution.

The Company currently maintains a substantial portion of its day-to-day operating cash balances at financial institutions. At December 31, 2008, the Company had total cash balances of $412,002 (2007 - $744,596) at financial institutions, where $106,262 (2007 - $378,441) is in excess of federally insured limit.

The Company has concentrations of credit risk with respect to accounts receivable, the majority of its accounts receivable are concentrated geographically in the United Kingdom amongst a small number of customers.

As of December 31, 2008, two customers, totaling $23,232 and $4,429 who accounted for greater than 10% of the total accounts receivable. As of December 31, 2007, three customers, totaling $59,500, $26,886 and $25,389 who accounted for greater than 10% of the total accounts receivable.

The Company controls credit risk through monitoring procedures and receiving prepayments of cash for services rendered. The Company performs credit evaluations of its customers but generally does not require collateral to secure accounts receivable.

14. Contingent liabilities:

The Company has a contingent liability of $795,163 (2007 - $441,916) for player bonus balances. These balances are not withdrawable but can be wagered. Any winnings made on these bonus wagers are immediately withdrawable.

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

During the year ended December 31, 2008, there were no changes or disagreements on accounting and financial disclosure with the accountants, Dohan and Company, CPA's, P.A.

ITEM 9A. CONTROLS AND PROCEDURES

(a) Management's responsibility

Our management acknowledges its responsibility for establishing and maintaining adequate internal control over financial reporting of the Company.

(b) Evaluation of disclosure controls and procedures.

Our management, including the Chief Executive Officer and the Chief Financial Officer, evaluated the disclosure controls and procedures of the Company within 90 days prior to the date of this report, and found them to be operating efficiently and effectively to ensure that information required to be disclosed by us under the general rules and regulations promulgated under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported, within the time periods specified by rules of the SEC. These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us is accumulated and communicated to our management, including our principal executive officer and principal financial officer as appropriate to allow timely decisions regarding required disclosure.

There were no significant changes in our internal controls or other factors that could significantly affect our internal controls during the year ended December 31, 2008, and to the date of filing this annual report.

ITEM 9B - OTHER INFORMATION

None

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

DIRECTORS AND EXECUTIVE OFFICERS

Our directors and executive officers as of the date of this Report are as follows:

Name	Age	Position	Audit Committee	Governance Committee	Compensation Committee
T. M. Williams	68	President and Chief Executive Officer and Chairman of our Board of Directors	X*
J. M. Williams	33	Vice-President, Business Development	X	X	X*
C. M. Devereux	45	Vice-President, Corporate Affairs		X*	X
H. W. Bromley	39	Chief Financial Officer

X* - Chairman of Committee

T. M. Williams has served as our President and Chief Executive Officer and Chairman since August 20, 2001. Since 1984, Mr. Williams has served as a principal of Tarpen Research Corporation and T.M. Williams (ROW), Inc., private consulting firms, and from 1993 until 2008, was Adjunct Professor, Faculty of Commerce and Business Administration at the University of British Columbia. From 1988 to 1991, he was President and Chief Executive Officer of Distinctive Software, Inc. in Vancouver, BC, and, upon the acquisition of that company by Electronic Arts Inc., North America's largest developer of entertainment software, he became President and Chief Executive Officer of Electronic Arts (Canada) Inc., where he continued until 1993. Mr. Williams is a director of YM Biosciences, Inc. (a biotechnology company), and several other private corporations.

Mr. J. M. Williams has served as Vice President, Business development for the Company since September 2001. From January 2000 to September 2001, he was a Business Development representative at Blue Zone Inc. (a technology company). From September 1998 to May 1999 he was a Business Analyst with RBC Dominion Securities. Mr. J. M. Williams has a bachelor of Commerce degree from the University of Victoria. Mr. J. M. Williams is the son of Mr. T. M. Williams the Company's Chief Executive Officer.

Mr. C. M. Devereux has served as Vice-President, Corporate Affairs for the Company since September 2001. From May 2000 to September 2001, he was Vice-President, Corporate Affairs at Blue Zone Inc. (a technology company). From 1996 to 2000, he was President of Mill Reef Holdings, a consultancy company. From 1992 to 1997, he practiced corporate / commercial law in private practice. Mr. Devereux has a law degree from Osgoode Hall, Toronto, Canada.

H. W. Bromley, has served as our Chief Financial Officer since July 2002. From 2000 to 2001, Mr. Bromley was a Director and the Group Financial Officer for Agroceres & Co. Ltd. From 1995 - 1999, he was an employee of Ernst & Young working in South Africa and in the United States of America. Mr. Bromley has in addition worked for CitiBank, Unilever PLC and Gerrard. Mr. Bromley is also the Chief Financial Officer for CellStop Systems, Inc. (a security manufacturing company). Mr. Bromley is a Chartered Accountant.

COMPOSITION OF OUR BOARD OF DIRECTORS

We currently have three directors.All directors currently hold office until the next annual meeting of stockholders or until their successors have been elected and qualified. Our officers are appointed annually by the Board of Directors and hold office until their successors are appointed and qualified. Pursuant to the Company's by-laws, the number of directors shall be increased or decreased from time-to-time by resolution of the Board of Directors or the shareholders. Mr. J. M. Williams is the son of Mr. T. M. Williams. There are no other family relationships between any of the officers and directors of the Company.

COMMITTEES OF OUR BOARD OF DIRECTORS

We currently have three committees of our Board of Directors.

- - Audit Committee - This committee will review the financial statements of the Company and propose to the board to approved the financial statements. The Committee meets quarterly to review and approve the quarterly financial statements and to discuss the affairs of the company with the auditors.

- - Governance Committee - This committee review the ethics policy of the Company and ensure compliance. It will make recommendations to the board for improvement in Corporate Governance. In addition it will be this committee to whom a whistle blower will report.

- - Compensation Committee - This committee will propose the appointment and remuneration of the Chief Executive Officer including salary, stock options, and bonuses.

BOARD OF DIRECTORS MEETINGS

Our Board of Directors met, in person, eight times during the last fiscal year and it regularly approves all material actions required by consent resolutions.

CODE OF ETHICS

On December 21, 2006, the Board of Directors of Bingo.com, Ltd. (the "Board") adopted a new Code of Business Conduct and Ethics (the "Code"), which applies to the Company's directors, officers and employees. The Code was adopted to further strengthen the Company's internal compliance program. The Code addresses among other things, honesty and integrity, fair dealing, conflicts of interest, compliance with laws, regulations and policies, including disclosure requirements under the federal securities laws, and administration of the code. The code is available at the Company's website at http://www.bingo.com/corp/governance.php in the Corporate section under Corporate Governance. A copy of our Code of Ethics is available upon request at no charge to any shareholder.

DIRECTOR COMPENSATION

Directors currently do not receive cash compensation for their services as members of the Board of Directors,although members are reimbursed for expenses in connection with attendance at Board of Directors meetings and specific business meetings. Directors are eligible to participate in our stock option plans. Option grants to directors are at the discretion of the Board of Directors acting upon the recommendation of the Compensation committtee.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who own more than ten percent of a registered class of the Company's equity securities, to file with the Securities and Exchange Commission (the "SEC") initial reports of ownership and reports of changes in ownership of common stock and other equity securities of

the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

Our officers, directors and greater than ten percent beneficial owners filed in a timely manner in accordance with Section 16(a) filing requirements.

ITEM 11. EXECUTIVE COMPENSATION

The following table describes the compensation we paid to our Chief Executive Officer and directors (the "Named Executive Officer").

SUMMARY COMPENSATION TABLE

		Annual Compensation			Long-term Compensation
Name and Principal Position	Year	Fees	Bonus	Other Annual Compensation	Restricted Stock Awards	Securities Underlying Options /	All Other Compensation
		$	$	$	$	SARs (#)	$
T.M. Williams -	2008	-	-	-	-	100,000	-
President and	2007	-	-	-	-	100,000	-
CEO (1)	2006	9,075	-	-	-	25,000	-
J. M. Williams	2008	134,101	-	-	-	100,000
	2007	123,788	-	-	-	175,000
C. M. Devereux	2007	134,101	-	-	-	100,000	-
	2007	123,788	-	-	-	175,000
H. W. Bromley	2008	134,101	-	-	-	100,000	-
	2007	123,788	-	-	-	175,000	-
	2006	88,754	-	-	-	25,000	-

(1) All of the compensation paid to the Named Executive Officer is paid to T.M. Williams (Row), Ltd. for the services of Mr. T. M. Williams. See additional discussion in Employment Arrangements section of Item 11 of this report.

OPTION GRANTS IN THE LAST FISCAL YEAR

During the fiscal year ended December 31, 2008, we granted to Mr. T. M. Williams, Mr. J. M. Williams, Mr. C. M. Devereux and Mr. H. W. Bromley stock options to purchase a total of 100,000 shares each of our common stock at an exercise price of $0.31 per share until May 28, 2013. 174,500 stock options were exercised by our executive officers during the fiscal year ended December 31, 2008. Subsequent to the year ended December 31, 2008, 55,000 stock options were exercised by one of our executive officers and 146,000 stock options expired unexercised by two of our executive officers.

STOCK OPTION PLANS

Our 1999 Stock Option Plan has a total of 1,895,000 shares of our common stock reserved for issuance upon exercises of options under the plan. As at December 31, 2008, there were a total of 1,094,500 stock options with exercise prices ranging from $0.05 to $0.15 per share issued, of which 108,000 options have been exercised in total as at December 31, 2008. As at December 31, 2008, there were a total 986,500 options outstanding at exercise prices ranging from $0.10 to $0.15 per share. Options to purchase 800,500 shares remained available for future grant under the 1999 Stock Option Plan.

Our 2001 Stock Option Plan has a total of 5,424,726 shares of our common stock reserved for issuance upon exercises of options under the plan. As at December 31, 2008, there were a total of 3,850,700 stock options with exercise prices ranging from $0.05 to $0.33 per share issued, of

which 1,767,200 options have been exercised in total as at December 31, 2008. As at December 31, 2008, there were a total 2,083,500 options outstanding at exercise prices ranging from $0.05 to $0.33 per share. Options to purchase 1,574,026 shares remained available for future grant under the 2001 Stock Option Plan as at December 31, 2008.

During the year ended December 31, 2005, the Company's Board of Directors adopted the 2005 stock option plan. The plan was approved by the shareholders at the Annual general meeting held during the year ended December 31, 2005. The Company has reserved a total of 2,000,000 common shares for issuance under the 2005 stock option plan. As at December 31, 2008, there were a total of 1,932,192 stock options with exercise prices ranging from $0.27 to $0.91 per share issued, of which 6,250 options have been exercised in total as at December 31, 2008. As at December 31, 2008, there were a total of 1,925,942 stock options outstanding at an exercise price ranging between $0.27 and $0.91 per share. Options to purchase 67,808 shares remained available for future grant under the 2005 Stock Option Plan as at December 31, 2008.

Our Board of Directors administers the 1999 Stock Option Plan, the 2001 Stock Option Plan and the 2005 Stock Option Plan (collectively, the "Stock Option Plans"). Our Board is authorized to construe and interpret the provisions of the Stock Option Plans, to select employees, directors and consultants to whom options will be granted, to determine the terms and conditions of options and, with the consent of the grantee, to amend the terms of any outstanding options.

The 1999 stock option plan may be granted to employees and to such other persons who are not employees as determined by the 1999 stock option plan administrator (the "Administrator"). In determining the number of shares of our Common Stock subject to each option granted under the 1999 stock option plan, consideration is given to the present and potential contribution by such person to the success of the Company. The exercise price is determined by the Administrator, provided that the exercise price for any covered employee (as that term is defined for the purposes of Section 162(m) (3) of the Internal Revenue Code of 1986 as amended (the "Code"), may not be less than the fair market value per share of the Common Stock at the date of grant by the Administrator. Each option is for a term not in excess of ten years except in the case of the death of an optionee, in which case the option is exercisable for a maximum of twelve months thereafter, or in the case of an optionee ceasing to be a participant under the 1999 stock option plan for any reason other than cause or death, in which case the option is exercisable for a maximum of 30 days thereafter. The 1999 stock option plan does not provide for the granting of financial assistance, whether by way of a loan, guarantee or otherwise, by us in connection with any purchase of shares of Common Stock from the Company.

The 2001 stock option plan provides for the granting to our employees of incentive stock options and the granting to our employees, directors and consultants of non-qualified stock options.

During the year ended December 31, 2005, the Company adopted the 2005 Stock Option Plan. The plan provides for the granting of stock options to the employees, directors, advisors and consultants of the Corporation to encourage proprietary interest in the Corporation, to encourage such employees to remain in the employ of the Corporation or such directors, advisors and consultants to remain in the service of the Corporation, and to attract new employees, directors, advisors and consultants with outstanding qualifications.

Our Board determines the terms and provisions of each option granted under the Stock Option Plans, including the exercise price, vesting schedule, repurchase provisions, rights of first refusal and form of payment. In the case of incentive options, the exercise price cannot be less than 100% (or 110%, in the case of incentive options granted to any grantee who owns stock representing more than 10% of the combined voting power of the Company or any of our parent or subsidiary corporations) of the fair market value of our common stock on the date the option is granted. The exercise price of non-qualified stock options shall not be less than 85% of the fair

market value of our common stock. The exercise price of options intended to qualify as performance-based compensation for purposes of Code Section 162(m) shall not be less than 100% of the fair market value of the stock. The aggregate fair market value of the common stock with respect to any incentive stock options that are exercisable for the first time by an eligible employee in any calendar year may not exceed $100,000.

The term of options under the Stock Option Plans will be determined by our Board; however, the term of an incentive stock option may not be for more than ten years (or five years in the case of incentive stock options granted to any grantee who owns stock representing more than 10% of the combined voting power of the Company or any of our parent or subsidiary corporations). Where the award agreement permits the exercise of an option for a period of time following the recipient's termination of service with us, disability or death, that option will terminate to the extent not exercised or purchased on the last day of the specified period or the last day of the original term of the option, whichever occurs first.

If a third party acquires the Company through the purchase of all or substantially all of our assets, a merger or other business combination, except as otherwise provided in an individual award agreement, all unexercised options will terminate unless assumed by the successor corporation.

EMPLOYMENT ARRANGEMENTS

We entered into a management consulting agreement with T.M. Williams (Row), Inc., an Anguilla incorporated company and Mr. Williams dated August 20, 2001, (the "Williams Agreement"), amended February 28, 2002, in connection with the provision of services by Mr. Williams as President and Chief Executive Officer of the Company.

The term of the amended Williams Agreement is for a period of one year, unless terminated sooner by any of the parties under the terms and conditions contained in the amended Williams Agreement. If the amended Williams Agreement is not terminated by any of the parties, the term may be renewed for a further one year period at the option of T.M. Williams (Row), Ltd., on substantially the same terms and conditions, by giving three months notice in writing to the Company. The agreement was renewed for a further one year period on August 1, 2008, on substantially the same terms and conditions. We will pay to T.M. Williams (Row), Ltd., 10% of the operating profit of the Company, as defined in the amendment, to a maximum of $25,000 per month, in arrears, during the duration of the amended Williams Agreement, as consideration for the provision of the services of Mr. Williams as President and Chief Executive Officer of the Company.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information known to us with respect to beneficial ownership of our common stock as of March 31, 2009, by:

- - each person known by us to beneficially own 5% or more of our outstanding common stock;

- - each of our directors;

- - each of the Named Executive Officers; and

- - all of our directors and Named Executive Officers as a group.

In general, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of such security, or the power to dispose or direct the disposition of such security. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options or

debentures held by that person that are currently exercisable or convertible or exercisable or convertible within 60 days of March 31, 2009, are deemed outstanding.

Percentage of beneficial ownership is based upon 39,755,203shares of common stock outstanding at March 31, 2009. To our knowledge, except as set forth in the footnotes to this table and subject to applicable community property laws, each person named in the table has sole voting and investment power with respect to the shares set forth opposite such person's name.

Name and Address of Beneficial Owner	Number of Shares Beneficially Owned		Percent of Class
T. M. Williams #7 North Side Apartments Brimingin Drive The Valley, TV1 02P Anguilla, B. W. I.	3,297,558	(1)	7%

J. M. Williams 203 Shakespeare Tower The Barbican London, EC2Y 8DR United Kingdom	814,700	(2)	2%

C. M. Devereux 10 - 3036 West 4^th Avenue Vancouver, BC, V6K 1R4 Canada	729,500	(3)	2%

H. W. Bromley 301 - 499 Broughton Street Vancouver BC, V6G 3K1 Canada	902,500	(4)	2%

All directors and Named Executive Officers as a group (4 persons)	5,744,258		14%

Bingo, Inc. P.O. Box 727, Landsome Road The Valley, Anguilla, B.W.I.	12,896,831	(5)	29%

Praetorian Capital Management LLC 119 Washington Avenue, Suite 600 Miami Beach, FL 33139 United States of America	5,946,043	(6)	13%

G. R. Williams Ballacarrick, Pooilvaaish Road, Castletown 1M9 4PJ, Isle of Man,	3,447,000	(7)	8%

(1) Includes 150,000 shares of common stock that may be issued upon the exercise of 150,000 stock purchase options with an exercise price of $0.10 per share, 300,000 shares of common stock that may be issued upon the exercise of 300,000 stock purchase options with an exercise price of $0.15 per share, 100,000 shares of common stock that may be issued upon the exercise of 100,000 stock purchase options with an exercise price of $0.60 per share, 25,000 shares of common stock that may be issued upon the exercise of 25,000 stock purchase options with an exercise price of $0.91 per share,100,000 shares of common stock that may be issued upon the exercise of 100,000 stock purchase options with an exercise price of $0.33 per share and 100,000 shares of common stock that may be

issued upon the exercise of 100,000 stock purchase options with an exercise price of $0.31 per share. Also includes 2,522,558 shares held directly by Mr. T. M. Williams. Subsequent to the year ended December 31, 2008, 200,000 shares of common stock that may be issued upon the exercise of 200,000 warrants with an exercise price of $0.35 per share expired unexercised. Mr. T. M. Williams is the potential beneficiary of certain discretionary trusts that hold approximately 80% of the shares of a private holding company. If 80% of the shares of common stock beneficially owned by the private holding company are included here, Mr. T. M. William's beneficial ownership changes to 12,840,023 shares, representing 35% of the Class.

(2) Includes 225,000 shares of common stock that may be issued upon the exercise of 225,000 stock purchase options with an exercise price of $0.10 per share, 100,000 shares of common stock that may be issued upon the exercise of 100,000 stock purchase options with an exercise price of $0.60 per share, 25,000 shares of common stock that may be issued upon the exercise of 25,000 stock purchase options with an exercise price of $0.91 per share, 175,000 shares of common stock that may be issued upon the exercise of 175,000 stock purchase options with an exercise price of $0.27 per share and 100,000 shares of common stock that may be issued upon the exercise of 100,000 stock purchase options with an exercise price of $0.31 per share. Also includes 189,700 shares held directly by Mr. J. M. Williams.

(3) Includes 225,000 shares of common stock that may be issued upon the exercise of 225,000 stock purchase options with an exercise price of $0.10 per share, 100,000 shares of common stock that may be issued upon the exercise of 100,000 stock purchase options with an exercise price of $0.60 per share, 25,000 shares of common stock that may be issued upon the exercise of 25,000 stock purchase options with an exercise price of $0.91 per share, 175,000 shares of common stock that may be issued upon the exercise of 175,000 stock purchase options with an exercise price of $0.27 per share and 100,000 shares of common stock that may be issued upon the exercise of 100,000 stock purchase options with an exercise price of $0.31 per share. Also includes 104,500 shares held directly by Mr. C. M. Devereux.

(4) Includes 177,500 shares of common stock that may be issued upon the exercise of 177,500 stock purchase options with an exercise price of $0.15 per share, 100,000 shares of common stock that may be issued upon the exercise of 100,000 stock purchase options with an exercise price of $0.60 per share, 25,000 shares of common stock that may be issued upon the exercise of 25,000 stock purchase options with an exercise price of $0.91 per share, 175,000 shares of common stock that may be issued upon the exercise of 175,000 stock purchase options with an exercise price of $0.33 per share and 100,000 shares of common stock that may be issued upon the exercise of 100,000 stock purchase options with an exercise price of $0.31 per share. Also includes 325,000 shares held directly by Mr. H. W. Bromley.

(5) Includes 12,896,831 shares held directly by Bingo, Inc., a private holding company.

(6) Includes 5,946,043 shares held by a subsidiary of Praetorian Capital Management LLC a private company. Subsequent to the year ended December 31, 2008, a subsidiary of Praetorian Capital Management LLC 1,874,148 shares of common stock that may be issued upon the exercise of 1,874,148 warrants with an exercise price of $0.35 per share expired unexercised.

(7) Includes 3,447,000 shares held directly by G. R. Williams. Mr. G. R. Williams is not related to Mr T. M. Williams nor Mr J. M. Williams.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Payments made to Bingo, Inc. in relation to the domain name purchase payment totaled $225,983 during the year ended December 31, 2008 (2007 - $94,790).

The Company supplied administration services of $65 (2007 - $816) to a company whose director is a current director and officer of the Company. In addition, the Company incurred

administrative expenses in connection with this related company and as at December 31, 2008, there was a receivable balance of $nil (2007 - $13,259). During the year ended December 31, 2008, the current director ceased to be a director of the related company.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

During the year ended December 31, 2008, the Company incurred fees of $50,537 (2007 - $49,484) from the principal accountant - - Dohan and Company, CPA's, P.A. $50,537 of these fees related to audit fees (2007 - $48,166).

Our Audit Committee reviewed the audit and non-audit services rendered by Dohan and Company, CPA's, P.A. during the periods set forth above and concluded that such services were compatible with maintaining the auditors' independence. All audit and non-audit services performed by our independent accountants are pre-approved by our Audit Committee to assure that such services do not impair the auditors' independence from us.

Approximately eighty-six percent of the hours expended on the principal accountant's engagement to audit our financial statements were attributed to work performed by persons other than the principal accountant's full-time, permanent employees. The principal accountant reviewed all work done by such individuals.

PART IV

ITEMS 15. EXHIBITS

The exhibits required by Item 601 of Regulation S-K are listed in the accompanying Exhibit Index at the end of this report. Each management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K has been identified.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BINGO.COM, LTD.

By: /s/ T. M. Williams

T. M. Williams

President and Chief Executive Officer

Date: March 31, 2009

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.:

Signature

Title

Date

By: /s/ T. M. Williams President and Chief March 31, 2009

T. M. Williams Executive Officer and

Director (Principal

Executive Officer)

By: /s/ H. W. Bromley Chief Financial Officer March 31, 2009

H. W. Bromley (Principal Financial and

Principal Accounting Officer)

EXHIBIT 31.1

CERTIFICATIONS

I, T. M. Williams, certify that:

1. I have reviewed this annual report on Form 10-K of Bingo.com, Ltd.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of Bingo.com, Ltd. as of, and for, the periods presented in this annual report;

4. Bingo.com, Ltd.'s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Bingo.com, Ltd., including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of Bingo.com, Ltd.'s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of as of December 31, 2008, covered by this annual report based on such evaluation; and

(d) Disclosed in this report any change Bingo.com, Ltd.'s internal control over financial reporting that occurred during Bingo.com, Ltd.'s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, Bingo.com, Ltd.'s internal control over financial reporting; and

5. Bingo.com, Ltd.'s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to Bingo.com, Ltd.'s auditors and the audit committee of Bingo.com, Ltd.'s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Bingo.com, Ltd.'s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Signed : /s/ T. M. Williams Date : March 31, 2009

T. M. Williams, Chairman of the Board,

Chief Executive Officer, President and Secretary

(Principal Executive Officer)

EXHIBIT 31.2

CERTIFICATIONS

I, H. W. Bromley, certify that:

1. I have reviewed this annual report on Form 10-K of Bingo.com, Ltd.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Signed : /s/ H. W. Bromley Date : March 31, 2009

H.W. Bromley,

Chief Financial Officer

(Principal Accounting Officer)

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Bingo.com, Ltd. (the "Company") on Form 10-K for the period ended December 31, 2008, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, T. M. Williams, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

a) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

b) The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ T. M. Williams

T. M. Williams

President and Chief Executive Officer

March 31, 2009

A signed original of this written statement required by Section 906 has been provided to Bingo.com, Ltd. and will be retained by the company and furnished to the Securities and Exchange Commission or its staff upon request.

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Bingo.com, Ltd. (the "Company") on Form 10-K for the period ended December 31, 2008, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, H. W. Bromley, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

a) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

b) The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ H. W. Bromley

H. W. Bromley

Chief Financial Officer

March 31, 2009

EXHIBIT LIST

The following instruments are included as exhibits to this Report. Exhibits incorporated by reference are so indicated.

Exhibit Number	Description
10.2	Asset Purchase Agreement by and between Bingo, Inc. and Progressive Lumber, Corp. dated January 18, 1999. (a)
10.24	Amended Consulting Agreement dated February 28, 2002, between the Company, T.M. Williams (Row), Ltd., and T.M. Williams. (b)
10.29	Amendment of Asset Purchase Agreement dated July 1, 2002. (c)
10.32	Code of Business Conduct and Ethics dated December 22, 2006. (d)
31.1	Certificate of Chief Executive Officer pursuant to the Securities Exchange Act Rules 13a-15(e) and 15d -15(e) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated March 31, 2009.
31.2	Certificate of Chief Financial Officer pursuant to the Securities Exchange Act Rules 13a-15(e) and 15d -15(e) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated March 31, 2009.
32.1	Certification from the Chief Executive Officer of Bingo.com, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated March 31, 2009.
32.2	Certification from the Chief Financial Officer of Bingo.com, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated March 31, 2009.

(a) Previously filed with the Registrant's registration statement on Form 10 on June 9, 1999.

(b) Previously filed with the Company's quarterly report on Form 10-Q for the period ended June 30, 2002, on August 14, 2002.

(c) Previously filed with the Company's year end report on Form 10-K/A for the year ended December 31, 2002, on May 8, 2003.

(d) Previously filed with the Company's report on Form 8-K on December 26, 2006.

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