UNITED STATES

10-K/A 1 bcl1k08a.htm BINGO.COM, LTD. 2008 10K/A UNITED STATES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

(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 December 7, 2009, being $0.14 per share: $1,868,963. The number of shares of the issuer's common stock outstanding on December 7, 2009, was 41,517,703. 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 41,517,703 as of December 7, 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.

EXPLANATORY NOTE

Bingo.com, Ltd. (the "Company") is filing this Amendment No. 1 on Form 10-K to amend our Annual Report on Form 10-K for the fiscal year ended December 31, 2008, which was originally filed with the US Securities and Exchange commission (the "SEC") on March 31, 2009. (the "Original Filing") The purpose of this Amendment No.1 is to respond to certain comments received from the staff of the SEC. The following sections of the Original Filing have been revised to reflect the staff's comments:

- Audit report - This has been amended.

- The Consolidated balance sheet - This has been amended to include the receivable for the sale of US players in the allowance for doubtful accounts

- The Consolidated Statement of Operations - The presentation has been amended to reflect the Company service activity rather than a manufacturer of goods.

- Item 9A Controls - to include management's assessment on internal controls.

- Revision of the Section 302 Certifications included as Exhibit 31; Section 302 Certifications and the Section 906 Certification, included as Exhibit 32, are currently dated.

Item 7 Financial statements has been presented in full for comparative and understanding purposes.

This Amendment No.1 does not reflect events that that occurred after the filing of the Original Filing and does not modify or update the disclosure therein in any way other than as required to reflect the matters set forth above. Accordingly, this Form 10-K/A does not reflect events occurring after the filing of the Original Filing or modify or update those disclosures affected by subsequent events or discoveries and information contained in the Original Filing and not affected by these restatements and reclassifications are unchanged. Events occurring after the filing of the Original Filing or other disclosures necessary to reflect subsequent events have been or will be addressed in the Company's reports filed subsequent to the Original Filing. This Form 10-K/A should be read in conjunction with the Company's filings made with the Securities and Exchange Commission subsequent to the filing of the Original Filing.

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 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	5
Consolidated Financial Statements
Balance Sheets	6
Statements of Operations	7
Statements of Stockholders' Equity	8
Statements of Cash Flows	9
Notes to Consolidated Financial Statements	10

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. This raises substantial doubt about the Company's ability to continue as a going concern. 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 $837,050 (2007 - $936,828) (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

Operating expenses:
Cost of producing revenue		3,791,218		1,404,851
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		6,788,684		4,037,767

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.

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.

(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). Bad Debt recovery for the year ended December 31, 2008, was $nil (2007 - $107,486). A provision for doubtful accounts, in relation to the sale of US players (Note 3) of $837,050 (2007 - $936,828).

(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 as a result of level 3 unobservable inputs in accordance with SFAS 157 Fair Value Measurements, that the fair value of the domain name exceeded the carrying value and therefore 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. There is no set period for repayment and is interest free. The Company has fully provided for the outstanding amount due. 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	$	880,289	$	1,080,014

Provision for doubtful accounts		-		(36,778)

Provision for the sale of US Player (Note 3)		(837,050)		(900,050)

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. However our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system was designed to provide reasonable assurance to the Company's management and board of directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2008. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework. Based on our assessment, we believe that, as of December 31, 2008, the Company's internal control over financial reporting is effective based on those criteria.

This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report.

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

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: December 7, 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 December 7, 2009

T. M. Williams Executive Officer and

Director (Principal

Executive Officer)

By: /s/ H. W. Bromley Chief Financial Officer December 7, 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 : December 7, 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 : December 7, 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

December 7, 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

December 7, 2009