10-Q 1 bclq110.htm BINGO.COM, LTD. FORM 10-Q Q1 2010

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q

(Mark one)

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2010

[ ] [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE EXCHANGE ACT
For the transition period from _____________ to ____________

Commission File Number: 333-120120-01

BINGO.COM, LTD.

(Exact name of small business issuer as specified in its charter)

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

National Bank of Anguilla 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)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Exchange Act during the past 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

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 Exchange Act). Yes [ ] No [ X ]

APPLICABLE ONLY TO CORPORATE ISSUERS The number of outstanding shares of the Issuer's common stock, no par value per share, was 57,877,703 as of May 15, 2010.

BINGO.COM, LTD.

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED MARCH 31, 2010

TABLE OF CONTENTS

		PAGE
PART I - FINANCIAL INFORMATION		2
ITEM 1.	Financial Statements	2
Consolidated Balance Sheets		2
Consolidated Statements of Operations		3
Consolidated Statements of Stockholders' Equity		4
Consolidated Statements of Cash Flows		5
Notes to the Consolidated Financial Statements		6

ITEM 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	16
ITEM 4T.	Controls and Procedures.	21
PART II - OTHER INFORMATION		23
ITEM 1.	Legal Proceedings	23
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
ITEM 3.	Defaults Upon Senior Securities	23
ITEM 4.	Submission of Matters to a Vote of Security Holders	23
ITEM 5.	Other Information	23
ITEM 6.	Exhibits and reports on Form 8-K	24
SIGNATURES		25
EXHIBITS		26
CERTIFICATIONS		26
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.		28

Page 1

PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements.

BINGO.COM, LTD. and Subsidiaries

Consolidated Balance Sheets

		March 31, 2010		December 31, 2009
		(Unaudited)		(Audited)
Assets
Current assets:
Cash	$	297,662	$	557,251
Accounts receivable less allowance for doubtful accounts $769,550 (December 31, 2009 - $774,550)		75,271		43,523
Prepaid expenses		54,643		72,770
Total Current Assets		427,576		673,544

Equipment, net		168,405		190,141

Other assets		134,565		148,552

Domain name rights and intangible assets		1,257,241		1,257,241

Deferred tax asset, less valuation allowance of $261,318 (December 31, 2009 - $148,023) (Note 6)		-		-

Total Assets	$	1,987,787	$	2,269,478

Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	79,576	$		89,419
Accrued liabilities		152,745			132,112
Accounts payable and accrued liabilities - related party (Note 7)		135,486			69,318
Provision for progressive jackpots		296,406			304,683
Players float		80,111			97,813
Total Current Liabilities		744,324			693,345

Commitments (Note 5)
Contingent liabilities (Notes 9, 10 and 11)
Subsequent event (Note 12)

Stockholders' equity (Note 4):
Common stock, no par value, unlimited shares authorized, 42,877,703 shares issued and outstanding (December 31, 2009 - 41,517,703)		15,015,290			14,799,154
Subscriptions received in advance					204,000
Accumulated deficit		(13,796,407)			(13,451,601)
Accumulated other comprehensive loss: Foreign currency translation adjustment		24,580			24,580
Total Stockholders' Equity		1,243,463			1,576,133

Total Liabilities and Stockholders' Equity	$	1,987,787	$		2,269,478

See accompanying notes to consolidated financial statements.

Page 2

BINGO.COM, LTD. and Subsidiaries

Consolidated Statements of Operations

Three Months Ended March 31, 2010 and 2009

(Unaudited)

		2010		2009

Advertising revenue	$	45,523	$	39,898
Gaming revenue		1,209,269		1,284,732
Total revenue		1,254,792		1,324,630

Operating expenses:
Cost of producing revenue		857,402		870,349
Depreciation and amortization		16,076		16,701
Directors fees		1,500		-
General and administrative		136,806		113,083
Salaries, wages, consultants and benefits		261,988		239,799
Selling and marketing		314,087		334,245
Stock-based compensation		9,306		13,250
Total operating expenses		1,597,165		1,587,427

Loss before other income (expense) and income taxes		(342,373)		(262,797)

Other income (expense):
Foreign exchange gains (loss)		4,314		(11,912)
Gain on resolution of debt		-		22,820
Loss on disposal of equipment		(5,374)
Interest and other income		210		415
Profit from sale of US players and related assets (Note 3)		5,000		7,500

Loss before income taxes		(338,223)		(243,974)

Income tax expense		(6,583)		-

Net loss	$	(344,806)	$	(243,974)

Net loss per common share, basic and diluted	$	(0.01)	$	(0.01)

Weighted average common shares outstanding, basic and diluted		42,756,814		38,177,036

See accompanying notes to consolidated financial statements.

Page 3

BINGO.COM, LTD. and Subsidiaries

Consolidated Statements of Stockholders' Equity

For the period ended March 31, 2010

(Unaudited)

	Common stock				Accumulated Other Comprehensive loss
	Shares	Amount	Subscription shares	Accumulated Deficit		Foreign currency translation adjustment	Total Stockholders' Equity
Balance, December 31, 2009	41,517,703	$14,799,154	$204,000	$(13,451,601)		$ 24,580	$1,576,133

Issuance of Subscription shares	1,360,000	204,000	(204,000)	-		-	-

Stock-based compensation	-	9,306	-	-		-	9,306

Issuance of consultant stock Options	-	2,830	-	-		-	2,830

Net loss	-	-	-	(344,806)		-	(344,806)
Balance, March 31, 2010	42,877,703	$ 15,015,290	$ -	$ (13,796,407)		$ 24,580	$ 1,243,463

See accompanying notes to consolidated financial statements.

Page 4

BINGO.COM, LTD. and Subsidiaries

Consolidated Statements of Cash Flows

Three Months Ended March 31, 2010 and 2009

(Unaudited)

		2010		2009
Cash flows from operating activities:
Net loss	$	(344,806)	$	(243,974)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		16,076		16,701
Gain on resolution of debt		-		(22,820)
Loss on disposal of equipment		5,374		-
Stock-based compensation		9,306		13,250
Issuance of consultant stock option		2,830		2,830
Profit from the sale of US players and related assets		(5,000)		(7,500)
Changes in operating assets and liabilities:
Accounts receivable		(31,748)		(12,842)
Prepaid expenses		18,127		22,486
Other assets		13,987		(13,389)
Accounts payable and accrued liabilities		76,958		66,050
Provision for progressive jackpots		(8,277)		23,720
Players float		(17,702)		15,863
Net cash used in operating activities		(264,875)		(139,625)

Cash flows from investing activities:
Acquisition of equipment		-		(4,985)
Proceeds from sale of US players and related assets		5,000		7,500
Proceeds on disposal of equipment		286		-
Net cash provided by investing activities		5,286		2,515

Cash flows from financing activities:
Exercise of stock options		-		5,500
Private placement		-		525,000
Net cash provided by financing activities		-		530,500

Change in cash		(259,589)		393,390

Cash, beginning of period		557,251		412,002
Cash, end of period	$	297,662	$	805,392

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

Non-cash financing activity	$	-	$	-
Non-cash investing activity	$	-	$	-

See accompanying notes to consolidated financial statements.

Page 5

BINGO.COM, LTD. and Subsidiaries

Notes to Consolidated Financial Statements

Three months ended March 31, 2010 and 2009

(Unaudited)

1. Basis of Presentation:

The accompanying unaudited financial statements have been prepared by the Company in conformity with accounting principles generally accepted in the United States of America applicable to interim financial information and with the rules and regulations of the United States Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed, or omitted, pursuant to such rules and regulations. In the opinion of management, the unaudited interim financial statements include all adjustments necessary for the fair presentation of the results of the interim periods presented. All adjustments are of a normal recurring nature, except as otherwise noted below. These financial statements should be read in conjunction with Bingo.com, Ltd.'s (the "Company") audited consolidated financial statements and notes thereto for the year ended December 31, 2009, included in the Company's Annual Report on Form 10-K, filed March 31, 2010, with the Securities and Exchange Commission. The results of operations for the interim periods are not necessarily indicative of the results of operations for any other interim period or for a full fiscal year.

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 quarter ended March 31, 2010 and 2009, and has an accumulated deficit of $13,796,407 as at March 31, 2010.

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.

Page 6

BINGO.COM, LTD. and Subsidiaries

Notes to Consolidated Financial Statements

Three months ended March 31, 2010 and 2009

(Unaudited)

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), 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 United Kingdom) and the 99% owned subsidiaries, Bingo.com (UK) plc. (registered in the United Kingdom) and Bingo.com Operations Limited (registered in Malta). All material inter-company 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 ASC 830, Foreign Currency Matters. 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.

Page 7

BINGO.COM, LTD. and Subsidiaries

Notes to Consolidated Financial Statements

Three months ended March 31, 2010 and 2009

(Unaudited)

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) 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 ASC 360, Property, Plant and Equipment (previously SFAS No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets") and ASC 350, Intangibles-Goodwill and Others (previously SFAS No. 142 "Accounting for Goodwill and Other Intangible Assets"). During the years presented, the only long-lived assets reported on the Company's consolidated balance sheet are equipment, 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 exceeds 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.

(f) New accounting pronouncements:

In June 2009, the FASB approved ASU 2009-01 or Statement of Financial Accounting Standards No. 168 now ASC 105, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, the FASB Accounting Standards Codification (the "ASC") as the single source of authoritative nongovernmental generally accepted accounting principles ("GAAP"). All existing accounting standard documents, such as FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force and other related literature, excluding guidance from the Securities and Exchange Commission ("SEC"), have been superseded by the ASC. All other non-grandfathered, non-SEC accounting literature not included in the ASC has become nonauthoritative. The ASC did not change GAAP, but instead introduced a new structure that combines all authoritative standards into a comprehensive, topically organized online database. The ASC is effective for interim or annual periods ending after September 15, 2009, and impacts the Company's financial statements as all future references to authoritative accounting literature will be referenced in accordance with the ASC. There have been no changes to the content of the Company's financial statements or disclosures as a result of implementing the ASC during the year ended December 31, 2009.

In December 2007 the FASB issued Statement ASC 805 (Previously No. 141(R)) "Business Combinations" ("ASC 805"). ASC 805 requires the acquiring entity in a business combination to recognize the full fair value of assets acquired and liabilities assumed in the transaction (whether

Page 8

BINGO.COM, LTD. and Subsidiaries

Notes to Consolidated Financial Statements

Three months ended March 31, 2010 and 2009

(Unaudited)

2. Summary of significant accounting policies (Continued):

(f) New accounting pronouncements: (Continued)

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. ASC 805 applies prospectively to business combinations for which the acquisition date is on or after January 1, 2009. The impact of ASC 805 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 ASC 810 "Consolidation" (previously SFAS No. 160. "Noncontrolling Interests in Consolidated Financial Statements-an Amendment of ARB No. 51") ("ASC 810"). ASC 810 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. ASC 810 is effective for fiscal years beginning on or after December 15, 2008. The adoption of this standard has had no impact on these financial statements.

In March 2008, the FASB issued ASC 815 (Previously SFAS No. 161), "Disclosures about Derivative Instruments and Hedging Activities" ("ASC 815"). ASC 815 requires qualitative, quantitative, and credit-risk disclosures. ASC 815 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 and how derivative instruments and related hedged items affect an entity's financial position, financial performance and cash flows. ASC 815 is effective for fiscal years and interim periods beginning after November 15, 2008. The adoption of this standard has had no impact on these financial statements.

In April 2008, the FASB issued ASC 350 - Intangibles-Goodwill and Other (previously FSP FAS 142-3, Determination of the Useful Life of Intangible Assets or FSP FAS 142-3). ASC 350 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset. The intent of the position is to improve the consistency between the useful life of a recognized intangible asset and the period of expected cash flows used to measure the fair value of the intangible asset. We do not believe that implementation of this standard will have a material impact on our consolidated financial position, results of operations or cash flows.

In April 2009, the FASB issued ASC 320-10-65, formerly FASB Staff Position FAS 115-2, FAS 124-2 and EITF 99-20-2, "Recognition and Presentation of Other-Than-Temporary Impairments"

Page 9

BINGO.COM, LTD. and Subsidiaries

Notes to Consolidated Financial Statements

Three months ended March 31, 2010 and 2009

(Unaudited)

2. Summary of significant accounting policies (Continued):

(f) New accounting pronouncements: (Continued)

("FSP 115-2"). This accounting standard provides guidance related to determining the amount of an other-than-temporary impairment (OTTI) of debt securities and prescribes the method to be used to present information about an OTTI in the financial statements. It is effective for all interim and annual periods ending after June 15, 2009. The adoption of FSP 115-2 did not have a material effect on the Company's results of operations, financial position, and cash flows.

In April 2009, the FASB issued ASC 825-10-65, formerly FASB Staff Position FAS 107-1 and APB 28-1, "Interim Disclosures about Fair Value of Financial Instruments" ("FSP 107-1"), which increases the frequency of fair value disclosures to a quarterly basis instead of an annual basis. The guidance relates to fair value disclosures for any financial instruments that are not currently reflected on the balance sheet at fair value. This ASC is effective for interim and annual periods ending after June 15, 2009. The adoption did not have a material effect on the Company's results of operations, financial position, and cash flows.

In June 2009, the FASB issued ASC 810 (previously SFAS No. 167, Amendments to FASB Interpretation No. 46(R)) ("ASC 810"), which revised the consolidation guidance for variable interest entities. The amendments include: (1) the elimination of the exemption for qualifying special purpose entities, (2) a new approach for determining who should consolidate a variable-interest entity, and (3) changes to when it is necessary to reassess who should consolidate a variable-interest entity. ASC 810 is effective for the first annual reporting period beginning after November 15, 2009 and for interim periods within that first annual reporting period. The Company will adopt FASB ASC 810 in fiscal 2010 and the adoption of this standard is not expected to have a material impact on our financial statements.

In June 2009, the Financial Accounting Standards Board ("FASB") issued ASC 855 "Subsequent Events". ASC 855 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Specifically, this standard sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition occurring after the balance sheet date in its financial statements, and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. ASC 855 applies to both interim financial statements and annual financial statements. ASC 855 is effective for interim or annual financial periods ending after June 15, 2009. We believe ASC 855 does not have a material impact on our financial statements.

In August 2009, the FASB issued ASU 2009-05, Fair Value Measurements and Disclosures (Topic 820). The purpose of this ASU is to clarify that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using a valuation technique that uses either the quoted price of the identical liability when traded as an asset or quoted prices for similar liabilities or similar liabilities when

Page 10

BINGO.COM, LTD. and Subsidiaries

Notes to Consolidated Financial Statements

Three months ended March 31, 2010 and 2009

(Unaudited)

2. Summary of significant accounting policies (Continued):

(f) New accounting pronouncements: (Continued)

traded as assets. This guidance is effective upon issuance. This ASU had no impact on the Company's financial statements.

In September 2009, the FASB issued authoritative guidance regarding multiple-deliverable revenue arrangements. This guidance addresses how to separate deliverables and how to measure and allocate consideration to one or more units of accounting. Specifically, the guidance requires that consideration be allocated among multiple deliverables based on relative selling prices. The guidance establishes a selling price hierarchy of (1) vendor-specific objective evidence, (2) third-party evidence and (3) estimated selling price. This guidance is effective for annual periods beginning after June 15, 2010 but may be early adopted as of the beginning of an annual period. The Company is currently evaluating the effect that this guidance will have on consolidated financial position and results of operations.

In January 2010, the FASB issued ASU 2010-06, "Improving Disclosures about Fair Value Measurements," which amends ASC 820, "Fair Value Measures and Disclosures." ASU 2010-06 requires disclosure of transfers into and out of Level 1 and Level 2 fair value measurements, and also requires more detailed disclosure about the activity within Level 3 fair value measurements. The changes to the ASC as a result of this update are effective for annual and interim reporting periods beginning after December 15, 2009 (January 1, 2010 for the Company), except for requirements related to Level 3 disclosures, which are effective for annual and interim reporting periods beginning after December 15, 2010 (January 1, 2011 for the Company). This guidance requires new disclosures only, and will have no impact on our consolidated financial statements.

(g) Financial instruments:

(i) Fair values:

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

In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and included situations where there is little, if any, market activity for the asset. The Company's cash was measured using Level 1 inputs.

(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.

Page 11

BINGO.COM, LTD. and Subsidiaries

Notes to Consolidated Financial Statements

Three months ended March 31, 2010 and 2009

(Unaudited)

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 quarter ended March 31, 2010, the Company collected $5,000 (2009 - $7,500) in payment for these assets.

		Amount
Balance December 31, 2008		837,050

Payments received 2009		(62,500)

Balance December 31, 2009		774,550

Payments received during the period		(5,000)

Balance remaining March 31, 2010	$	769,550

4. Stockholder's Equity:

During the quarter ended March 31, 2010, Bingo.com, Ltd. issued 1,360,000 shares for $0.15 per share pursuant to a private placement, whose proceeds of $204,000 were received in the fourth quarter of fiscal 2009.

Stock based compensation expense of $9,306 (March 31, 2009 - $13,250) was due to the vesting of options during the quarter. No options were granted or exercised during the period. During the quarter ended March 31, 2010, 491,250 options expired unexercised.

5. 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 operating lease agreements. The Canadian operating lease agreement expires on September 30, 2010. The Anguillian operating lease expires on September 30, 2010. 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 days notice period.

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


2010	$	40,882
2011		-
2012		-

The Company paid rent expense totaling $30,011 for the quarter ended March 31, 2010 (March 31, 2009 - $21,832).

The Company has a management consulting agreement with T.M. Williams (Row), Ltd., an Anguilla incorporated company and Mr. Williams dated August 20, 2001, (the "Williams Agreement"), amended

Page 12

BINGO.COM, LTD. and Subsidiaries

Notes to Consolidated Financial Statements

Three months ended March 31, 2010 and 2009

(Unaudited)

5. Commitments: (Continued)

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, 2009, 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.

6. Income Taxes

Bingo.com, Ltd. is domiciled in the tax-free jurisdiction of Anguilla, British West Indies. However certain of the Company's subsidiaries incur income taxation. The Company has provided $6,583 during the quarter ended March 31, 2010, for income tax (December 31, 2009 - $15,154)

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at March 31, 2010, and December 31, 2009, are presented below:

		March 31, 2010		December 31, 2009
Deferred tax assets:
Net operating loss carry forwards	$	261,318	$	148,023

Valuation Allowance		(261,318)		(148,023)
	$	-	$	-

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.

7. Related Party Transactions

The Company has a liability of $18,391 (December 31, 2009 - $2,897), to a company owned by a current director and officer of the Company for payment of services rendered and expenses incurred by the current director and officer of the Company.

The Company has a liability of $2,070 (December 31, 2009 - $1,616), 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 $50,220 during the quarter ended March 31, 2010 (Quarter ended March 31, 2009 - $53,024). As at March 31, 2010, the Company has a liability of $112,025 (December 31, 2009 - $61,805) to Bingo, Inc.

The Company has a liability of $3,000 (December 31, 2009 - $3,000), to independent directors of the Company for payment of services rendered.

Page 13

BINGO.COM, LTD. and Subsidiaries

Notes to Consolidated Financial Statements

Three months ended March 31, 2010 and 2009

(Unaudited)

7. Related Party Transactions: (Continued)

The related party transactions are in the normal course of operations and were measured at the exchange amount, which is the amount of consideration established and agreed to by the related party.

8. Segmented information:

Revenue

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 quarter ended March 31, 2010 and 2009, 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		March 31, 2010		December 31, 2009

Canada	$	48,134	$	58,937
Curacao, Netherlands Antilles		22,946		25,031
Malta		97,325		106,173
	$	168,405	$	190,141

9. Concentrations

Major customers

For the quarter ended March 31, 2010, 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 quarter ended March 31, 2010, there was one major processor, Royal Bank of Scotland receiving 94% (March 31, 2009 - two processors each receiving 93% and 6% respectively) of the total funds processed.

During the quarter ended March 31, 2010 and 2009, the Company offered limited advertising. Therefore there were no advertising sales representing more than 10% of the total sales.

10. 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 March 31, 2010, the Company had total cash balances of $297,662 (December 31, 2010 - $557,251) at financial institutions, where $26,403 (December 31, 2009 - $91,023) is in excess of federally insured limit.

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BINGO.COM, LTD. and Subsidiaries

Notes to Consolidated Financial Statements

Three months ended March 31, 2010 and 2009

(Unaudited)

10. Concentrations of Credit Risk: (Continued)

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

As of March 31, 2010, two customers totaling $46,495 and $7,478, who accounted for total accounts receivable greater than 10%. As of December 31, 2009, the Company had four customers, totaling $11,136, $5,951, $4,805 and $4,629 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 support accounts receivable.

11. Contingent liabilities:

The Company has a contingent liability of $3,126,234 (December 31, 2009 - $2,417,207) for player bonus balances. The Company implements various bonus schemes whereby players are credited with a bonus upon the satisfaction of a number of conditions such as initial signup, deposit bonus, chat games, reactivation of old accounts and other terms that are purely promotional based. These bonuses are not considered to be part of the players' winnings and are never withdrawable. However, this bonus maybe wagered, subject to existing terms and conditions and potentially winnings made on the wager of these bonuses are withdrawable.

12. Subsequent event:

During the quarter ended March 31, 2010, we entered into a formal agreement to join the Unibet partner program as a network operator of their multi-language and multi-currency bingo and casino systems. Bingo.com players will be combined with the gaming liquidity on Unibet's popular Mariabingo.com and Bingo.se websites to create one of the largest and most international online bingo systems in operation. The migration only took place after the quarter ended March 31, 2010.

Subsequent to this migration, the assets of Bingo.com Operations Limited and Bingo.com Services Limited serve no useful corporate purpose. We therefore sold the shares in these companies for $250,000.

Subsequent to the quarter ended March 31, 2010, Bingo.com, Ltd. completed a private placement offering with Unibet Group plc of 15 million shares at $0.15 per share. Total proceeds of the offering were $2,250,000.

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ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following Management's Discussion and Analysis or Plan of Operation contains forward-looking statements that involve risks and uncertainties, as described below. Bingo.com, Ltd.'s (the "Company", "we", or "us") actual results could differ materially from those anticipated in these forward-looking statements. The following discussion should be read in conjunction with the unaudited interim consolidated financial statements and notes thereto included in Part I - Item 1 of this Quarterly Report, and the audited consolidated financial statements and notes thereto and the Management Discussion and Analysis or plan of Operations included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2009.

FORWARD LOOKING STATEMENTS

All statements contained in this Quarterly Report on Form 10-Q and the documents incorporated herein by reference, as well as statements made in press releases and oral statements that may be made by us or by officers, directors or employees acting on our behalf, that are not statements of historical fact constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause our actual results to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. Readers should consider statements that include the terms "believe," "belief," "expect," "plan," "anticipate," "intend" or the like to be uncertain and forward-looking. In addition, all statements, trends, analyses and other information contained in this report relative to trends in net sales, gross margin, anticipated expense levels and liquidity and capital resources, constitute forward-looking statements. Particular attention should be paid to the facts of our limited operating history, the unpredictability of our future revenues, our need for and the availability of capital resources, the evolving nature of our business model, and the risks associated with systems development, management of growth and business expansion. Except as required by law, we undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise. All cautionary statements made herein should be read as being applicable to all forward-looking statements wherever they appear. Readers should consider the risks more fully described in our Annual Report on Form 10-K for the year ended December 31, 2009, filed with the Securities and Exchange Commission (the "SEC") and should not place undue reliance on any forward-looking statements.

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OVERVIEW

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 1,975,000 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. The Company was granted a license by the Lotteries and Gaming Authority of Malta, and commenced operating under this Maltese license in March 2009. This license 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 build the existing business by offering a greater depth and variety of content in many different languages and currencies that we expect will hold existing subscribers as well as attract new subscribers and allow us to generate more 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 March 31, 2010, had an accumulated deficit of $13,796,407.

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 includes the registered online gaming players, the gaming servers, and the complete database of real money players. The asset disposition price is $1,200,050 payable at a variable rate over the coming months.

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 96% of our revenue for the quarter ended March 31, 2010.

During the quarter ended March 31, 2010, the Company entered into a formal agreement to join the Unibet partner program as a network operator of their multi-language and multi-currency bingo and casino systems. Bingo.com players will be combined with the gaming liquidity on Unibet's popular Mariabingo.com and Bingo.se websites to create one of the largest and most international online bingo systems in operation. Our players were only migrated to the Unibet system after the quarter ended March 31, 2010.

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CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which except for lack of all detailed note disclosures, have been prepared in conformity with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate these estimates, including those related to impairment or disposal of long-lived assets, contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We consider the following accounting policies to be both those most important to the portrayal of our financial condition and require the most subjective judgment:

- Revenue recognition;

- Impairment of long-lived assets and long-lived assets to be disposed of;

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.

Impairment of long-lived assets and long-lived assets to be disposed of:

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RESULTS OF OPERATIONS

Revenue

Total revenue decreased to $1,254,792 for the quarter ended March 31, 2010, a decrease of 5% from revenue of $1,324,630 for first quarter of 2009 and a decrease of 19% from revenue of $1,552,320 in the fourth quarter of 2009. Gaming Revenue decreased to $1,209,269, a decreased of 6% in the quarter ended March 31, 2010, compared Gaming Revenue of $1,284,732 in the first quarter of 2009 and a 19% decrease from revenue of $1,501,114 in the fourth quarter of 2009. When measured in Pounds Sterling, presently our depositing currency, the gaming operations provided revenue of GBP773,974, a decrease of 13% from gaming revenue of GBP894,738 for the first quarter of the prior year and a decrease of 17% from gaming revenue of GBP930,939 in the fourth quarter of 2009. During the quarter ended March 31, 2010, the Company changed it software platform. The decrease compared to the first and fourth quarter of 2009, is due to a decrease in cash game play, particularly cash slots play in the new games platform. We earned advertising revenue of $45,523 in the quarter ended March 31, 2010, an increase from advertising revenue of $39,898 in the first quarter of 2009 and a decrease from advertising revenue of $51,206 in the fourth quarter of 2009. During the quarter ended March 31, 2010 the Company suspended sales of new advertising.

Cost of producing revenue

We recorded cost of producing revenue of $857,402 during the quarter ended March 31, 2010, a decrease of 1% compared to costs of $870,349 for the first quarter of 2009 and a decrease of 18% over costs of $1,051,699 in the fourth quarter of 2009. Cost of producing 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. The decrease in cost of producing revenue for the quarter ended March 31, 2010, compared to the first and fourth quarter of 2009, is due to changes implemented with the new software platform and thus lower cash bonus granted to players. The awarding of deposit bonuses is 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 decreased by 6% to $314,087 for the quarter ended March 31, 2010, a decrease over expenses of $334,245 in the first quarter of 2009 and a decrease of 22% from expenses of $400,485 in the fourth quarter of 2009. Sales and marketing expenses principally include costs for signup bonuses, marketing, prizes for our players and other bonuses and incentives offered to gaming players. The decrease in sales and marketing expenses for the quarter ended March 31, 2010, compared to the first and fourth quarter of 2009 is due to changes implemented with the new software platform and thus lower marketing bonus granted to players.

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 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 $136,806 for the first quarter of 2010, an increase of 21% from costs of $113,083 for the first

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quarter of 2009 and an increase of 12% from costs of $122,044 in the fourth quarter of 2009. The Company commenced operations in Malta under a Maltese gaming license in the quarter ended March 31, 2009. The increase in general and administrative expenses for the quarter ended March 31, 2010, compared to the first and fourth quarter of 2009, is due to the strengthening of the Canadian Dollar in relation to the US dollar. In addition, the increase compared to the first quarter of the prior year is due to an increase in operational expenses in relation to operations in Malta.

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 by 9% to $261,988 for the quarter ended March 31, 2010, compared to salaries, wages, consultants and benefits of $239,799 in the first quarter of 2009 and a decrease of 1% over salaries, wages, consultants and benefits of $265,586 in the fourth quarter of 2009. The majority of the Company's salaries, wages, consultants and benefits are incurred in Canadian Dollars. This increase compared to the first quarter of 2009, is due to the strengthening of the Canadian Dollar in relation to the US Dollar. This decrease compared to the fourth quarters of 2009, is due to the retrenchment of certain staff.

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 and amortization decreased to $16,076 during the quarter ended March 31, 2010, a decrease of 4% over costs of $16,701 during the same quarter in the prior year and a decrease of 22% from costs of $20,733 in the fourth quarter of 2009. This decrease in depreciation and amortization is due to the aging of the Company's equipment.

Stock based Compensation

Stock based compensation decreased to $9,306 during the quarter ended March 31, 2010, a decrease of 30% over stock based compensation of $13,250 during the same quarter in the prior year and a decrease of 17% from stock based compensation of $11,271 in the fourth quarter of 2009. The decrease in stock based compensation compared to the first and fourth quarters of 2009, is due to the expiration of stock options during 2009.

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 quarter ended March 31, 2010, we collected $5,000 of the $1,200,050 due, compared to payments received of $7,500 during the same quarter in the prior year and $15,000 in the fourth quarter of 2009.

Income taxes

The Company incurred income tax expense of $6,583 during the quarter ended March 31, 2010, in relation to profits earned in its subsidiaries in different jurisdictions. No income taxes were payable in during the quarter ended March 31, 2009, 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,

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Ltd. in Anguilla, British West Indies. Anguilla is a zero tax jurisdiction and therefore accordingly, we have not booked an income tax benefit at March 31, 2010 and 2009.

Net loss and loss per share

Net loss for the three months ended March 31, 2010, amounted to $344,806, a loss of $0.01 per share, an increase in net loss of 41% compared to a net loss of $243,974, a loss of $0.01 per share for the same period in 2009 and a increase in net loss of 20% compared to a net loss of $286,943 or $0.01 per share in the fourth quarter of 2009. The increase in net loss for the quarter ended March 31, 2010, compared to the first and fourth quarter of 2009, is due to increased expenses as a result of the strengthening of the Canadian Dollar in relation to the US Dollar, and the decrease in revenue as a result of the change in software platforms.

LIQUIDITY AND CAPITAL RESOURCES

We had cash of $297,662 and a negative working capital of $316,748 at March 31, 2010. This compares to cash of $557,251 and a negative working capital of $19,801 at December 31, 2009. During the quarter ended March 31, 2010, the shares received in relation to the 1,360,000 private placement closed in the fourth quarter of 2009 were issued.

During the quarter ended March 31, 2010, we used cash of $264,875 from operating activities compared to using cash of $139,625 in the same period in the prior year and compared to using cash of $156,801 in the fourth quarter of 2009.

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

ITEM 4T. Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company carried out an evaluation under the supervision and with the participation of the Company's management, including the President and Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the Company's disclosure controls and procedures as of March 31, 2010. In designing and evaluating the Company's disclosure controls and procedures, the Company and its management recognize that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives. Additionally, in evaluating and implementing possible controls and procedures, the Company's management was required to apply its reasonable judgment. Furthermore, in the course of this evaluation, management considered certain internal control areas, in which we have made and are continuing to make changes to improve and enhance controls. Based upon the required evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that as of March 31, 2010, the Company's disclosure controls and procedures were effective (at the "reasonable assurance" level mentioned above) to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded,

Page 21

processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.

From time-to-time, the Company and its management have conducted and will continue to conduct further reviews and, from time to time put in place additional documentation, of the Company's disclosure controls and procedures, as well as its internal control over financial reporting. The Company may from time to time make changes aimed at enhancing their effectiveness, as well as changes aimed at ensuring that the Company's systems evolve with, and meet the needs of, the Company's business. These changes may include changes necessary or desirable to address recommendations of the Company's management, its counsel and/or its independent auditors, including any recommendations of its independent auditors arising out of their audits and reviews of the Company's financial statements. These changes may include changes to the Company's own systems, as well as to the systems of businesses that the Company has acquired or that the Company may acquire in the future and will, if made, be intended to enhance the effectiveness of the Company's controls and procedures. The Company is also continually striving to improve its management and operational efficiency and the Company expects that its efforts in that regard will from time to time directly or indirectly affect the Company's disclosure controls and procedures, as well as the Company's internal control over financial reporting.

(b) Changes in internal controls.

There were no significant changes in the Company's internal controls or other factors that could significantly affect the Company's internal controls subsequent to the date of their evaluation.

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PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings

We are not currently a party to any legal proceeding, and was not a party to any other legal proceeding during the quarter ended March 31, 2010. We are currently not aware of any other legal proceedings proposed to be initiated against the Company. However, from time to time, we may become subject to claims and litigation generally associated with any business venture.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

There were no unregistered sales of equity securities during the quarter ended March 31, 2010.

Subsequent to the quarter ended March 31, 2010, we completed a private placement offering to Unibet Group plc of 15 million shares at $0.15 per share. Total proceeds of the offering were $2,250,000.

ITEM 3. Defaults Upon Senior Securities

Not applicable.

ITEM 4. Submission of Matters to a Vote of Security Holders

There were no matters submitted to the shareholders during the period.

ITEM 5. Other Information

During the quarter ended March 31, 2010, the Company changed its gaming software supplier.

Subsequent to the quarter ended March 31, 2010, the Company migrated its player database to the Unibet gaming network under its new whitelabel strategy. The Company sold it subsidiaries Bingo.com Services Limited and Bingo.com Operations Limited for $250,000.

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ITEM 6. Exhibits and reports on Form 8-K

Exhibits

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

Exhibit Number	Description
4.4	Convertible Debenture between the Company and unrelated parties dated July 2, 2002. (b)
4.5	Common Stock Purchase Warrant between the Company and unrelated parties dated July 2, 2002. (b)
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. (c)
10.29	Amendment of Asset Purchase Agreement dated July 1, 2002. (d)
10.32	Code of Business Conduct and Ethics dated December 22, 2006. (e)
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 May 15, 2010.
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 May 15, 2010.
32.1	Certification from the Chief Executive Officer of Bingo.com, Ltd. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated May 15, 2010.
32.2	Certification from the Chief Financial Officer of Bingo.com, Ltd. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated May 15, 2010.

(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 September 30, 2002, on November 14, 2002.

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

(d) 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.

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

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Reports on Form 8-K.

During the quarter ended March 31, 2010, we filed an 8K announcing the change in auditors from Dohan and Company, CPA's to Davidson & Company LLP.

Reports Subsequent to the quarter ended March 31, 2010.

Subsequent to the quarter ended March 31, 2010, we filed an 8K announcing the completion of the private placement offering of 15 million shares at $0.15 per share. Total proceeds of the offering were $2,250,000.

In addition, we filed an 8K announcing the sale of Bingo.com Services Limited and Bingo.com Operations Limited for $250,000.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:	May 15, 2010	BINGO.COM, LTD.
		(Registrant)

Date:	May 15, 2010	/S/ T.M. Williams
		T. M. Williams, Chairman of the Board, Chief Executive Officer, and President (Principal Executive Officer)

Date:	May 15, 2010	/S/ H. W. Bromley
		H.W. Bromley, Chief Financial Officer (Principal Accounting Officer)

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EXHIBIT 31.1

CERTIFICATIONS

I, T. M. Williams, certify that:

1. I have reviewed this quarterly report on Form 10-Q 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 quarterly 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 March 31, 2010, covered by this quarterly 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: May 15, 2010

T. M. Williams, Chairman of the Board,

Chief Executive Officer and President

(Principal Executive Officer)

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EXHIBIT 31.2

CERTIFICATIONS

I, H. W. Bromley, certify that:

1. I have reviewed this quarterly report on Form 10-Q 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: May 15, 2010

H.W. Bromley,

Chief Financial Officer

(Principal Accounting Officer)

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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 Quarterly Report of Bingo.com, Ltd. (the "Company") on Form 10-Q for the period ended March 31, 2010, 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

May 15, 2010

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.

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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 Quarterly Report of Bingo.com, Ltd. (the "Company") on Form 10-Q for the period ended March 31, 2010, 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

May 15, 2010

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