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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(d)
OF
THE
SECURITIES
EXCHANGE ACT OF 1934
May 6, 2009 Date
of report (Date of earliest event reported)
BINGO.COM,
LTD.
(Exact
Name of Registrant as Specified in Its Charter)
ANGUILLA,
BRITISH WEST INDIES
(State or Other Jurisdiction of Incorporation)
333-120120-01
98-0206369
(Commission File
Number)
(IRS Employer Identification No.)
NATIONAL BANK OF ANGUILLA, 1ST FLOOR, ST MARY'S ROAD
TV1 02P, THE VALLEY, ANGUILLA, BRITISH WEST INDIES
(Address of Principal
Executive Offices)
(264)
461-2646
(Registrant's Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 3 - Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities.
Bingo.com, Ltd. (the "Registrant") announces that it has closed a private placement of 1.5 million shares at $0.15 per share to raise net proceeds of $225,000. One million of these shares were placed with Praetorian Offshore Ltd., a non U.S. resident under Regulation S exemptions. Their shareholding will increase to 18.95% of the Registrant. Half a million shares were placed with a non U.S. resident under Regulation S exemptions. Proceeds of the private placement will be used for general working capital purposes.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business(es) Acquired
Not Applicable
(b) Pro forma Financial Information
Not Applicable
(c) Exhibits
None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 6, 2009
BINGO.COM, LTD.
Per: /s/ T. M. Williams
T.M. Williams,
President and Director
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