10-K/A 1 bclq411a.htm BINGO.COM, LTD. FORM 10-K/A YEAR ENDED 12/31/11 New Page 1

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, 2011

Or

  |_| 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.)

 

Hansa Bank Building, Ground Floor, Landsome Road

AI 2640, 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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months. 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/A or any amendment to this

Form 10-K/A.                                                                          [   ]

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.                                          $1,416,658

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 August 9, 2012, being $0.43 per share: $26,828,635.  The number of shares of the issuer's common stock outstanding on August 9, 2012, was 63,877,703. 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 63,877,703 as of August 9, 2012.

DOCUMENTS INCORPORATED BY REFERENCE

he 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.

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TABLE OF CONTENTS
PAGE
EXPLANATORY NOTE 3
PART I 4
ITEM 1. BUSINESS   4
ITEM 2. PROPERTIES 11
ITEM 3. LEGAL PROCEEDINGS 11
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.. 11
   
PART II 12
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 12
ITEM 6. SELECTED FINANCIAL DATA 14
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 14
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 21
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 48
ITEM 9A. CONTROLS AND PROCEDURES 48
ITEM 9B. OTHER INFORMATION 49
     
PART III   50
ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 50
ITEM 11. EXECUTIVE COMPENSATION 53
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS 55
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 58
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 58
     
PART IV   58
ITEM 15. EXHIBITS 58
SIGNATURES 59
CERTIFICATIONS 60
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 60
EXHIBIT LIST 64
 

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EXPLANATORY NOTE

Bingo.com, Ltd. (the "Company") is filing this Amendment No. 1 on Form 10-K/A to amend our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2011, which was originally filed with the US Securities and Exchange commission (the "SEC") on March 30, 2012. (the "Original Filing") The purpose of this Amendment No.1 is to amend the financial disclosure The following sections of the Original Filing have been revised:

-    The Consolidated balance sheet - This has been amended for the years ended December 31, 2011 and 2010, to expense the purchase of the remaining 4% Domain Name Purchase payments for $900,000, in accordance with ASC Topic 420-10-25-11. This had the effect to reduce the intangible asset and to increase the retained deficit by $900,000 for the years ended December 31, 2011 and 2010.

-    The Consolidated Statement of Operations - This has been amended as follows:

-    For the year ended December 31, 2010, to expense the purchase of the remaining 4% Domain Name Purchase payments for $900,000,in accordance with ASC Topic 420-10-25-11.

-    For the year ended December 31, 2010, the profit from the reversal of progressive jackpots was amended to adjust the opening retained deficit in accordance with ASU 2010-16.

-     The Consolidated Statement of Stockholders' Equity - This has been amended as follows:

-  For the year ended December 31, 2010, the Consolidated Statement of Stockholders' Equity was amended to include the provision for progressive jackpots balance in the opening retained deficit in accordance with ASU 2010-16.

-   The retained deficit for the years ended December 31, 2011 and 2010, was amended to expense the purchase of the remaining 4% Domain Name Purchase payments for $900,000,in accordance with ASC Topic 420-10-25-11.

-       The Consolidated Statement of Cash flows - This has been amended as follows:

-    For the year ended December 31, 2010, to expense the purchase of the remaining 4% Domain Name Purchase payments for $900,000,in accordance with ASC Topic 420-10-25-11.

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. 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.

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PART I

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

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

ITEM 1. BUSINESS

INTRODUCTION

Bingo.com, Ltd. (the "Company") is in the business of owning and marketing a bingo based entertainment website that provides a variety of Internet games plus other forms of entertainment, including an online community, chat rooms, and more. Located at www.bingo.com, the Company has built one of the leading bingo portals on the Internet. The Bingo.com website has attracted millions of visitors from over 200 countries. The level of Internet traffic that arrives at Bingo.com has 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 our main source of revenue from players depositing funds into their Bingo.com account and play games for money. An additional source of revenue comes from selling advertising on the website to other companies who wish to advertise their products to our user demographic. We obtained a gaming license and commenced gambling 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.

During the year ended December 31, 2010, we joined the Unibet International Limited ("Unibet") Partner Program as a network operator of their multi-language and multi-currency bingo and casino system. The Unibet Partner Program provides a complete solution to Bingo.com which includes gambling licenses, multi-language customer support, financial processing capabilities, website technology, bingo games, soft games, casino games and many other services required to operate an online gambling business.  Bingo.com players continue to play on the website www.bingo.com but now participate in rooms shared across the entire Unibet Partner Program alongside players from Mariabingo.com, Bingo.se, and other white label partner sites. These combined games increase the gaming liquidity and create one of the largest and most international online gaming systems in operation.

Unibet is paid a commission based on a fixed percentage of the gaming revenues generated on the Bingo.com website.  This agreement will be for a minimum of 2 years and will automatically extend for a further year unless written notice is given. Unibet will own, create and run the service offered and it will be the Company's responsibility to drive traffic to the website.  Bingo.com continues to own the player data contained within the database of players that register at www.bingo.com.

In addition, as a member of the Partner Program, Bingo.com is no longer required to secure or maintain any online gambling licenses of its own as the Company is permitted to offer Internet gambling products to its players pursuant to Unibet's licenses in relevant jurisdictions.

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Since joining the Unibet Partner Program, we embarked on a cost focused restructure of the Bingo.com organization which has included a significant staff downsizing, the termination of hosting and other operational contracts, the sale of computer hardware, a reduction in office space, the release of both our Maltese and Curacao gaming licenses, and much more.  The Bingo.com restructuring program was completed in the quarter ending June 30, 2011.  The remaining costs of Bingo.com are now focused behind the marketing function of the organization as we attempt to establish the Bingo.com brand in the new markets in which we now operate to generate increasing amounts of targeted Internet traffic to www.bingo.com and to build a large base of valuable customers.  We intend to expand our business, leveraging the many different languages and currencies supported by Unibet's system, by launching targeted marketing campaigns in jurisdictions which we expect will be most responsive to Bingo.com's online offering.

The Bingo.com 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. The website is divided into two main sections: (1) the main section is accessible to players from countries where the Company offers its pay-to-play games; and, (2) the second section is focused on a free-to-play offering for the remaining countries.  Depending on the pay-to-play or free-to-play section of the website, the Company provides online entertainment content to players consisting of multiplayer bingo games, video poker, casino games and slot machines.

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

Our executive offices are located at Hansa Bank Building, Ground Floor, Landsome Road, The Valley, AI 2640, The Valley, Anguilla, B.W.I.  Our telephone number is (264) 461-2646.

History and Corporate Structure

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

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

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

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

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

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

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

On February 5, 2007, Bingo.com Services Limited was incorporated under the laws of England and Wales. This company was sold during the year ended December 31, 2010.

On September 25, 2007, we acquired 99% of the share capital of Bingo.com Operations Limited. Bingo.com Operations Limited was incorporated under the Laws of Malta. This company was sold during the year ended December 31, 2010.

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

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

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

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

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

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

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

Development of the Business

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

Bingo.com Domain Name

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

During the year ended December 31, 2002, the agreement was amended so that the remaining Domain Name Purchase payments to the vendor were made monthly, based on 4% of the preceding month's gross revenue.

In the latter half of fiscal 2010, the Company engaged an independent valuation company, to value the remaining 4% Domain Name Purchase payments.  The Company reviewed the independent valuation and after considering this and other external variables, the Company and Bingo, Inc., the holder of the 4% Domain Name Purchase payments, agreed that the value of the 4% Domain Name Purchase payments to be $900,000. During the year ended December 31, 2010, the Company purchased the remaining Domain Name Purchase payments for $900,000 from Bingo, Inc., with the issuance of 6,000,000 common shares of Bingo.com, Ltd., at a value of $0.15 per share.

During the year ended December 31, 2011, we made payments up until the purchase of the remaining Domain Name Purchase payments totaling $nil (2010 - $66,920) based on 4% of the preceding month's gross revenue as defined in the amended agreement negotiated in 2002. T. M. Williams, the President and Chief Executive Officer of the Company is a potential beneficiary of several discretionary trusts that hold approximately 80% of the shares of Bingo, Inc.

BUSINESS OVERVIEW

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

We are in the business of owning and marketing an entertainment website which provides a variety of games, both for free and for money. As a member of the Unibet Partner Program, we have focused our website around a core gaming offering of bingo, slots, and casino games which are appreciated by

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our visitors.  The content contained on our website is developed and maintained in partnership with Unibet. We are attempting to create a valuable entertainment website with an extensive database of active players.

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

Gaming Revenue Business

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

On September 30, 2006, the United States Senate passed the Unlawful Internet Gambling Enforcement Act 2006 ("UIGEA"), which was signed into law by President Bush, on October 13, 2006. The legislation aimed to prohibit the funding of illegal online gambling to United States citizens and residents. Effective October 12, 2006, in response to the UIGEA we sold our United States player database and related assets to an unrelated company. The asset disposition included the registered online gaming players, the gaming servers, and the complete database of real money players. The asset disposition price was $1,200,050 payable at a variable rate over the subsequent period until fully paid.  As at December 31, 2011, $nil (2010 - $430,500) of the $1,200,050 had been paid. During the year ended December 31, 2011 the website operating with these players ceased to exist and is no longer operational. The Company is attempting recover payment for our players but payment is doubtful.

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.

During the quarter ended June 30, 2010, we migrated to the Unibet's Partner Program as a network operator of their multi-language and multi-currency bingo and casino systems.

Gaming revenue from the Bingo.com website accounted for approximately 95% of our revenue for the year ended December 31, 2011.

Advertising Revenue Business

Our entertainment portal includes a variety of free bingo and other games, provided to registered players over the Internet who compete against other players for the chance to win points. These points can be used to enter draws for prizes. We intend to continue to provide points-based, play-for-free games in jurisdictions, such as the United States, where online gaming is not permitted.

We have in the past used the appeal of the bingo.com domain name to sell advertising on the free section of the website, which was our primary revenue source. During the quarter ended June 30, 2005, we commenced offering traditional bingo and other pay-for-play games to our players, which replaced advertising as our main source of revenue. Advertising revenue from the bingo.com website accounted for approximately 5% of our revenue for the year ended December 31, 2011. Although many of our games are free to play, players are required to register to receive points and to win prizes and to access certain features on the site. All registration information is stored in online databases.

The Niche

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

We believe that bingo is well suited for online entertainment content, and that online games are a compelling entertainment medium for a mass user audience.  We also believe that players will value an opportunity to win prizes and cash while being allowed to access bingo focused content according to their own schedule, their own currency and from their own location.

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 BUSINESS STRATEGY

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

Revenue streams

In 2011, we generated 95% of our revenue from gaming revenue and 5% of our revenue from advertising revenue. We earned these revenues from our portal through a variety of ways, such as the following:

-   Marketing our website to drive players to our website which under the Unibet Partner Program offers bingo and other similar games, such as slots and casino, for money to our players.

-    Banner and button advertisements on our website;

-    Sponsorships of email newsletters or parts of our site;

Throughout 2011, we were focused primarily on increasing our gaming revenue at the expense of our advertising revenue. During the year ended December 31, 2005, we suspended the majority of the sale of advertising and focused entirely on the gaming revenue component of the business.  With the passing of the United States Unlawful Internet Gambling Act in October of 2006, we again began to serve advertising on our website.

Advertising revenue calculations are based on click-throughs, percentage of sales transactions, or other methods depending on the details of the agreements.

Expand registered user database

We have demonstrated the ability to attract and keep a large subscriber base. It is our intention to continue the growth of our database through the development of the Bingo.com website in a manner that will attract the most traffic and player registrations.

Leverage licensed users and alliances

We are confident that the variety of games and entertainment available on our website will encourage many visitors to come, stay, deposit funds, play and revisit often. In the process of providing a one-stop entertainment arena for bingo players, we, in partnership with Unibet, are creating a value based website which is backed by an extensive database of registered players.

Extend and enhance the value of the brand name

We believe that establishing a readily recognizable world-wide brand name is critical to attracting a larger player base and generating additional revenue. We believe that our bingo.com website has inherent value as a brand name and we intend to aggressively expand our player base by promoting that name. In targeted markets, we intend to pursue online and offline marketing strategies, promotional opportunities, and strategic alliances with arms length affiliate websites to make the Bingo.com website the leading entertainment destination for bingo on the Internet.  To date, we have entered into several affiliate deals, whereby they drive traffic to our website via links from their websites.  During the year ended December 31, 2011 we continued our marketing campaigns to generate traffic to the website. We are continuing with these campaigns in 2012.

Marketing Strategy

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

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

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

OPERATIONS

Employees

As of December 31, 2011, we had two full-time employees, not including temporary personnel, consultants, and independent contractors. We retain consultants to provide special expertise in developing strategy, marketing, software and technologies and outsource our development resources. None of our employees is represented by a labor union, and we believe that our relationship with our employees is good.

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

            Seasonality

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

            Competition

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

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

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

As the Bingo.com website and cash-games are operated and supported by Unibet as part of the Unibet Partner Program, we are dependent upon Unibet obtaining, and keeping in good standing, the required licensing to offer Internet gambling to residents of targeted jurisdictions. Bingo.com is not required to hold any Internet gambling licences itself as our activities with respect to Internet gambling are restricted to promoting and marketing our website. We are presently focused on obtaining players from jurisdictions where Internet gambling is regulated and considered legal. We are, therefore, indirectly subject to the Gambling Laws of these jurisdictions in that our activities may be affected if legal circumstances change and Unibet is, as a result, forced to restrict its activities appropriately.  As a result, a broad spectrum of our business may be affected, including how and what we market. As we look to expand into other markets, it is likely we will be subject to further local laws and regulations which may require other changes to the way we market our games and website.

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

The applicability to the Internet of existing laws governing issues such as gambling, property ownership, copyright, defamation, obscenity and personal privacy is uncertain.  We may be subject to

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claims that our services violate such laws.  New legislation or regulation in areas of the World where we market or the application of existing laws and regulations to the Internet could damage our business.  In addition, because legislation and other regulations relating to online games vary by jurisdiction, from state to state and from country to country, it is difficult for us to ensure that our players are accessing our portal from a jurisdiction where it is legal to play our games.  We therefore, cannot ensure that we will not be subject to enforcement actions as a result of this uncertainty and difficulty in controlling access.

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

Costs and Effects of Compliance with Environmental Laws

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

BRITISH COLUMBIA SECURITIES COMMISSION

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

FINANCIAL INFORMATION ABOUT GEOGRAPHIC AREAS

Since 2006, we have earned the majority of our revenue from cash games from players located in Europe. Prior to migration to the Unibet's Partner Program, the equipment of the Company to operate the website and the operations of the Company was located in Anguilla, Curacao, Netherlands Antilles, Malta, United Kingdom and Canada. Since the migration to the Unibet's Partner Program the website is hosted by Unibet and the remaining equipment to operate the Company and market the website are located in Anguilla, United Kingdom and Canada.

AVAILABLE INFORMATION

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

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

We file our reports with the Securities and Exchange Commission electronically through the Securities and Exchange Commission's Electronic Data Gathering, Analysis and Retrieval ("EDGAR") system. The Securities and Exchange Commission maintains an Internet site that

 Page 10

contains reports, proxy and information statements, and other information regarding companies that file electronically with the Securities and Exchange Commission through EDGAR. The address of this Internet site is http://www.sec.gov.

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

ITEM 2. PROPERTIES.

Our executive office is located in The Valley, Anguilla, British West Indies. We commenced the lease agreement on April 1, 2010, for a period of one year. Unless 3 month's notice is given it automatically renews for a future 3 months until notice is given. To date no notice has been given. The monthly rental is $250.

Our primary administrative facility is located in leased space in Vancouver, British Columbia.  During the year ended December 31, 2011, the lease was amended. The lease expires April 30, 2014. This facility comprises approximately 463 square feet. The monthly rental is approximately $1,515.

We operate a sales and marketing office in London, United Kingdom, where we rent space on a monthly basis for GBP2,500 pounds per month from a shareholder who owns greater than 10% of the Company.

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

ITEM 3. LEGAL PROCEEDINGS.

We are not currently a party to any legal proceedings and were not a party to any other legal proceeding, during the fiscal year ended December 31, 2011. We are currently not aware of any legal proceedings proposed to be initiated against us. However, from time-to-time, we may become subject to claims and litigation generally associated with any business venture.

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

We held our Annual Meeting of Stockholders in Anguilla on June 16, 2011, all matters were unanimously approved. There were no submissions of matters to a vote of security holders during the third and fourth quarter of 2011.

 Page 11

PART II

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

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

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

Quarter Ended

High (1)

Low (1)

December 31, 2011

$1.04

$0.10

September 30, 2011

$0.15

$0.05

June 30, 2011

$0.12

$0.05

March 31, 2011

$0.12

$0.07

December 31, 2010

$0.10

$0.05

September 30, 2010

$0.13

$0.05

June 30, 2010

$0.25

$0.12

March 31, 2010

$0.19

$0.13

1.             Prices as per Yahoo! TM Finance

On August 9, 2012, the last reported sale price of our common stock, as reported by the OTCBB, was $0.42 per share.

As of August 9, 2012, we believe there are approximately 1,634 shareholders (including nominees and brokers holding street accounts) of our shares of common stock.

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

Dividend Policy

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

Recent Sales of Unregistered Securities

On December 10, 2009, we closed an offer of 1,360,000 common shares at $0.15 per share to four subscribers. These shares were issued after the year ended December 31, 2009. These shares were issued under Regulation S. None of the subscribers who received shares under Regulation S are U.S. Persons as defined in Rule 902(k) of Regulation S, and no sales efforts were conducted in the U.S., in accordance with Rule 903(c).  The subscribers to the offering under Regulation S acknowledged that the securities purchased must come to rest outside the U.S., and the certificates will contain a legend restricting the sale of such securities until the Regulation S holding period is satisfied.

On May 5, 2010, we closed an offer of 15,000,000 common shares at $0.15 per share to Unibet Group Plc. These shares were issued under Regulation S. Unibet Group Plc. is not a U.S. Person as defined in Rule 902(k) of Regulation S, and no sales efforts were conducted in the U.S., in accordance with Rule 903 (c) and they acknowledged that the securities purchased must come to rest outside the U.S.,

 Page 12

and the certificates will contain a legend restricting the sale of such securities until the Regulation S holding period is satisfied.

On August 31, 2010, we purchased the remaining Domain Name Purchase payments for 6,000,000 common shares at $0.15 per share from Bingo, Inc. These shares were issued under Regulation S. Bingo, Inc. is not a U.S. Person as defined in Rule 902(k) of Regulation S, and no sales efforts were conducted in the U.S., in accordance with Rule 903 (c) and they acknowledged that the securities purchased must come to rest outside the U.S.,

and the certificates will contain a legend restricting the sale of such securities until the Regulation S holding period is satisfied.

No shares were issued during the year ended December 31, 2011.

Securities authorized for issuance under equity compensation plans.

We have reserved a total of 1,895,000 common shares for issuance under our 1999 stock option plan.  Pursuant to this plan we have nil stock purchase options (2010 - nil) outstanding at December 31, 2011. During the year ended December 31, 2011, there were nil options exercised and nil options expired, issued under the 1999 plan.

We have reserved a total of 5,424,726 common shares for issuance pursuant to grants under the 2001 stock option plan.  Pursuant to this plan we have 1,290,000 stock purchase options (2010 - 1,290,000) outstanding as at December 31, 2011. These options are fully vested at December 31, 2011. During the year ended December 31, 2011, nil options issued under the 2001 plan were exercised and nil options issued under the 2001 plan expired unexercised.

We have reserved a total of 2,000,000 common shares for issuance under our 2005 stock option plan.  Pursuant to this plan we have 1,055,000 stock purchase options (2010 - 1,299,692) outstanding at December 31, 2011. These options are fully vested at December 31, 2011. During the year ended December 31, 2011, there were no stock options, issued under the 2005 plan, exercised, however 244,692 stock options issued under the 2005 plan expired unexercised.

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

Equity Compensation Plan Information

Plan category

Number of securities to be issued upon exercise of outstanding options and rights

Weighted average exercise price of outstanding options and rights


Number of securities remaining available for future issuance

 

(a)

(b)

(c)

Equity compensation plans approved by security holders

2,345,000

$0.23

4,775,776

Equity compensation plans not approved by security holders

0

0

0

Total

2,345,000

$0.23

4,775,776

Subsequent to the year ended December 31, 2011, the expiry date on 75,000 options granted under the 2001 stock plan, with an expiry date of February 28, 2012 and an exercise price of $0.27 per share, was extended for 2 years and the expiry date on 175,000 options granted under 2001 stock plan, with an expiry date of March 5, 2012, and an exercise prices of $0.33 per share, was extended for 1 year.

Subsequent to the year ended December 31, 2011, the expiry date on 285,000 options granted under the 2005 plan, with an expiry date of February 28, 2012 and an exercise price of $0.27 per share, was extended for 2 years and the expiry date on 100,000 options granted under the 2005 plan, with an expiry date of March 5, 2012, and an exercise prices of $0.33 per share, was extended for 1 year.

 Page 13

ITEM 6. SELECTED FINANCIAL DATA.

Consolidated Statement of Operations Data:

 

 

 

 

Year Ended December 31,

 

 

 

2011

 

2010

(Restated)

 

2009

 

2008

 

2007

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

 

 

 

 

 

 

 

 

 

Advertising revenue

$

66,705

$

98,547

$

195,833

$

275,847

$

143,646

Gaming revenue

 

1,349,953

 

1,718,257

 

5,629,529

 

5,373,718

 

2,226,099

Total revenue

 

1,416,658

 

1,816,804

 

5,825,362

 

5,649,565

 

2,369,745

 

 

 

 

 

 

 

 

 

 

 

Cost of producing revenue

 

-

 

(1,152,020)

 

(3,836,527)

 

(3,791,218)

 

(1,404,851)

Operating expenses excluding interest and other income (expenses)

 

(2,104,869)

 

(2,595,473)

 

(3,163,472)

 

(3,034,389)

 

(2,430,418)

Interest and other income

 

2,887

 

3,957

 

1,740

 

19,255

 

33,181

Income tax expense

 

(3,692)

 

(45,291)

 

(15,154)

 

-

 

-

Net loss

 

(689,016)

$

(1,972,023)

$

(1,188,051)

$

(1,156,787)

$

(1,432,343)

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted net loss per share

$

(0.01)

$

(0.04)

$

(0.03)

$

(0.03)

$

(0.04)

Weighted average common shares Outstanding

 

63,877,703

 

54,716,388

 

40,494,148

 

35,092,369

 

32,784,405
                       

 

 

 

 

 

Year Ended December 31,

 

 

 

 

 

2011

 

2010

(Restated)

 

2009

 

2008

 

2007

Consolidated Balance Sheet Data:

 

 

 

 

 

 

 

 

Cash

$

787,524

$

1,396,384

$

557,251

$

412,002

$

744,596

Total assets

 

2,438,967

 

3,164,884

 

2,269,478

 

2,157,834

 

2,516,749

Total liabilities

 

96,291

 

137,437

 

693,345

 

454,396

 

363,112

Long term obligations

 

-

 

-

 

-

 

-

 

-

Total stockholders' equity

 

2,342,676

 

3,027,447

 

1,576,133

 

1,703,438

 

2,153,637

Working capital (deficit)

 

1,058,631

 

1,723,394

 

(19,801)

 

124,495

 

648,123

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

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

OVERVIEW

From 1999 to 2011, we have been focused on providing online bingo games over the Internet to players around the world. We began to experience revenue growth from the advertising contained in these games in fiscal 2000. In early 2005 we expanded our entertainment offering to include bingo games for money as well as soft games such as video poker, slots and hi-lo.  In 2010, Bingo.com joined the Unibet Partner Program, and is now focused on marketing its offering to players around the world. 

 Page 14

Ninety-five percent of our revenue in 2011 was derived from gaming revenues and five percent from the sale of Internet advertising. We expect that in the future, gaming revenue, focused on bingo, will continue to contribute the majority of our total revenue. 

We have made a significant investment in the development of our website, purchase of domain name, branding, marketing, and maintaining operations.  As a result we have incurred significant losses since inception, and as of December 31, 2011, had an accumulated deficit of $15,919,589.

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

The consolidated statement of operations data for the years ended December 31, 2011, and 2010, and the consolidated balance sheet data as of December 31, 2011, and 2010, are derived from our audited consolidated financial statements included in Item 7 of this report, which have been audited by Davidson and Company LLP, independent auditors. The consolidated statement of operations data for the years ended December 31, 2009, 2008, and 2007, and the consolidated balance sheet data as of December 31, 2009, 2008, and 2007, are derived from audited consolidated financial statements not included in this report. The historical results are not necessarily indicative of results to be expected in any future period.

During the year ended December 31, 2010, Bingo.com joined the Unibet International Limited ("Unibet") Partner Program as a network operator of their multi-language and multi-currency bingo and casino system.  The Unibet Partner Program provides a complete solution to Bingo.com which includes gambling licenses, multi-language customer support, financial processing capabilities, website technology, bingo games, soft games, casino games and many other services required to operate an online gambling business.  Bingo.com players continue to play on the website www.bingo.com but now participate in rooms shared across the entire Unibet Partner program alongside players from Mariabingo.com, Bingo.se, and other white label partner sites. These combined games increase the gaming liquidity and create one of the largest and most international online gaming systems in operation.

Unibet is paid a commission based on a fixed percentage of the gaming revenues generated on the Bingo.com website.  This agreement is for a minimum of 2 years and will automatically extend for a further year unless written notice is given. Unibet will own, create and run the service offered and it is the Company's responsibility to drive traffic to the website.  Bingo.com continues to own the player data contained within the database of players that register at www.bingo.com.

In addition, as a member of the Partner Program, Bingo.com is no longer required to secure or maintain any online gambling licenses of its own as the Company is permitted to offer Internet gambling products to its players pursuant to Unibet's licenses in relevant jurisdictions.

CRITICAL ACCOUNTING POLICIES

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

 Page 15

Revenue Recognition

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

Subsequent to the migration to the Unibet Partner Program, gaming revenues have been recognized on the basis of total dollars wagered, less commissions on all games, less all winnings payable to players.

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

Impairment of Long-lived Assets

Management evaluates long-lived assets for impairment in accordance with the provisions of ASC 360 Property, Plant and Equipment and ASC 350, Intangibles-Goodwill and Others.  These assets comprise mainly property and equipment, other assets and the bingo.com domain name. The impairment review is performed by management, whenever events and circumstances indicate that the assets may be impaired. In performing this review, we estimate the future net cash flows from the assets and compare this amount to the carrying value. If this review indicates the carrying value may not be recoverable, impairment losses are measured and recognized based on the difference between the estimated discounted cash flows over the remaining life of the assets and the assets' carrying value. Changes in our future net cash flow estimates may impact our assessment as to whether a particular long-lived asset has been impaired. 

SOURCES OF REVENUE AND REVENUE RECOGNITION

We generate our revenue from the following:

-   Marketing our website to drive players to our website which under the Unibet Partner Program provides Internet games for money. We recognize revenue on this basis based on the total dollars wagered, including bonus wagered, less commissions on all games less all winnings payable to players.

-    The sale of advertising on our website. We recognize revenue on this basis based on the amount paid to us upon the delivery and fulfillment of advertising in the form email and newsletters, provided that the collection of the resulting receivable is probable.

SUPPLEMENTARY FINANCIAL INFORMATION

Quarterly Results of Operations

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

 Page 16

 

 

 

 

Three Months Ended

 

 

 

December 31, 2011

 

September 30 2011

 

June 30

2011

 

March 31

2011

 

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

Revenue

 

 

 

 

 

 

 

 

      Advertising revenue

$

21,830

 

17,929

 

11,079

 

15,867

      Gaming revenue

 

367,560

 

398,803

 

352,413

 

231,177

Total Revenue

 

389,390

 

416,732

 

363,492

 

247,044

 

 

 

 

 

 

 

 

 

Operating expenses and other (income) / expenses

 

357,711

 

401,575

 

354,947

 

987,749

Income (loss) before income taxes

 

31,679

 

15,157

 

8,545

 

(740,705)

Income tax expense (recovery)

 

1,041

 

(1)

 

25

 

2,627

Net income (loss)

$

30,638

 

15,158

 

8,520

 

(743,332)

Basic and diluted net income (loss) per share

$

0.00

 

0.00

 

0.00

 

(0.01)

Weighted average common shares, basic and diluted

 

63,877,703

 

63,877,703

 

63,877,703

 

63,877,703

 

 

 

 

 

Three Months Ended

 

 

 

December 31, 2010

 

September 30 2010

 

June 30

2010

 

March 31

2010

 

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

Revenue

 

 

 

 

 

 

 

 

      Advertising revenue

$

17,756

 

14,764

 

20,504

 

45,523

      Gaming revenue

 

93,128

 

82,745

 

333,115

 

1,209,269

Total Revenue

 

110,884

 

97,509

 

353,619

 

1,254,792

 

 

 

 

 

 

 

 

 

Cost of producing revenue

 

-

 

-

 

294,618

 

857,402

Operating expenses and other (income) / expenses

 

364,828

 

1,243,016

 

248,059

 

735,613

(Loss) income before income taxes

 

(253,944)

 

(1,145,507)

 

(189,058)

 

(338,223)

Income tax expense

 

(6,738)

 

-

 

(31,970)

 

(6,583)

Net loss

$

(260,682)

 

(1,145,507)

 

(221,028)

 

(344,806)

Basic and diluted net loss per share

$

(0.00)

 

(0.02)

 

(0.00)

 

(0.01)

Weighted average common shares, basic and diluted

 

63,877,703

 

58,861,310

 

52,108,472

 

42,756,814

Our financial statements and related schedules are described under "Item 8. Financial Statements".

RESULTS OF OPERATIONS

Years Ended December 31, 2011 and 2010

            Revenue

Total revenue decreased to $1,416,658 for the year ended December 31, 2011, a decrease of 22% over revenue of $1,816,804 for the same period in the prior year. Gaming revenue decreased to $1,349,953 for the year ended December 31, 2011, a decrease of 21% over gaming revenue of $1,718,257 for the same period in the prior year. This decrease compared to the prior year is due to a change in strategy and the resulting migration during the second quarter of fiscal 2010 of our players to the Unibet Partner Program. Advertising Revenue decreased to $66,705 for the year ended December 31, 2011, a decrease of 32% over revenue of $98,547 for the same period in the prior year. During the first quarter of fiscal 2010 the Company suspended sales of new advertising.

            Cost of producing revenue

We recorded cost of producing revenue of $nil during the year ended December 31, 2011, a decrease compared to costs of $1,152,020 for the same period in the prior year.

 Page 17

Prior to the migration of our players to the Unibet's Partner Program, the cost of revenue consisted 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, gaming taxation and the domain name purchase payments. These costs of producing revenue, except for the domain name purchase payments which were acquired by the Company during the year ended December 31, 2010, have now been assumed by Unibet International Limited as part of the services provided by them in exchange for a commission on net revenue (i.e. wagers less winnings made by our players on our website www.bingo.com).

            Sales and marketing expenses

Sales and marketing expenses increased to $1,074,571 for the year ended December 31, 2011, an increase of 134% over sales and marketing expenses of $459,817 in the prior year. Selling and marketing expenses principally include Bingo.com marketing campaigns, affiliate commissions, search engine optimization, and other promotional expenses intended to increase our subscriber base and improve gaming revenue.  The increase in sales and marketing expenses for the year ended December 31, 2011, compared to fiscal 2010 is due to the increased marketing efforts in target

jurisdictions. This is especially for television marketing campaigns and more focused search engine optimization campaigns.

We expect to continue to incur selling and marketing expenses to increase traffic and, consequently, gaming activity on www.bingo.com. 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 decreased to $257,275 for the year ended December 31, 2011, a 80% decrease over costs of $1,257,869 for the previous year. General and administrative expenses have decreased in comparison to the prior year due to the Company expensing the Domain Name Purchase payments of $900,000 during the year ended December 31, 2010, in accordance with accordance with ASC Topic 420-10-25-11. In addition, the net loss for year ended December 31, 2011, the migration to the Unibet Partner Program whereby we have reduced many of our costs, especially the development of the bingo.com website. Previously, we have employed consultants to assist us with the design and development of the website and to improve the player experience. These functions are now performed by Unibet in exchange for a commission percentage. In addition, management has reduced overheads especially rental expenses.

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 decreased to $733,581 during the year ended December 31, 2011, a decrease of 18% over costs of $891,396 for the previous year. The majority of the Company's salaries, wages, consultants and benefits are incurred in Canadian Dollars. Due to the migration to the Unibet Partner Program, we no longer required certain staff so we have reduced staff and paid out severance packages in the first quarters of fiscal 2011 and the first and second quarters of fiscal 2010.

Depreciation and amortization

Equipment is depreciated using the declining balance method over the useful lives of the assets, ranging from three to five years.  Depreciation decreased to $7,774 during the year ended December 31, 2011, a decrease of 78% over depreciation of $35,245 during the prior year. This decrease in depreciation and amortization is due to the sale of the subsidiary, Bingo.com Operations Limited during the quarter ended June 30, 2010 and the disposal of obsolete equipment during fiscal 2011 and 2010. We incurred a loss on disposal of equipment of $9,209 during the year ended December 31, 2011, compared to a loss on disposal of equipment of $32,833 in the prior year.

 Page 18

Stock based Compensation

During the year ended December 31, 2006, the Company adopted ASC 718, Compensation-Stock Compensation, which requires us to expense stock options granted. Stock based compensation decreased to $nil during the year ended December 31, 2011, a decrease over stock based compensation of $68,967 during the prior year. This decrease in stock based compensation during the year ended December 31, 2011, is due to a decrease in the issuance of new stock options to staff. There were no stock options granted during the year ended December 31, 2011.

Profit on sale of US Gaming players

Effective October 12, 2006, the Company, in response to the United States Unlawful Internet Gambling Enforcement Act, sold its United States players and related assets for $1,200,050, to an arms length third party payable by the purchaser at a variable rate over the subsequent months until fully paid. We recognize the profit from the sale of these assets as and when payment is received. During the year ended December 31, 2011, we collected $nil (2010 - $5,000) of the $1,200,050 due. During the year ended December 31, 2011, we were advised that the purchaser had ceased operations and is in the process of winding up the company. We expect that the "best case" for collection of the outstanding amount of $769,550 due under the purchase will be no more than $111,264. Given the

circumstances of the winding up and the usual insolvency issues, there is no guarantee that even this sum will be collectible.

Other income and expenses

During the year ended December 31, 2011, we made foreign exchange losses of $10,959 compared to foreign exchange profits of $14,058 in the prior year. These losses are due to the exchange rate movements of the US Dollar compared to the Pound Sterling and the Canadian Dollar.

During the year ended December 31, 2011, we received interest income of $2,887, a decrease compared to interest income of $3,957 in the prior year. The interest income is received from bank term deposits from investing our cash. The decrease in interest income is due to the investment of the funds received from Unibet Group Plc. from the private placement in fiscal 2010 and the reduction in cash due to the expenditures during fiscal 2011, especially on marketing campaigns.

            Income taxes

The Company incurred income tax expense of $3,692 during the year ended December 31, 2011, in relation to profits earned in its subsidiaries in different jurisdictions, especially in Bingo.com Operations Limited, the Maltese subsidiary sold during fiscal 2010, compared to income tax expense of $45,291 in the prior year. During the year ended December 31, 2005, the Bingo.com, Inc. merged with its subsidiary Bingo.com, Ltd. in Anguilla, British West Indies. Anguilla is a zero tax jurisdiction and therefore accordingly, we have not booked an income tax benefit at December 31, 2011 and 2010.

            Net loss and loss per share

We ended the year ended December 31, 2011, with a net loss of ($689,016), a basic and diluted loss per share of ($0.01), compared to prior year's net loss and loss per share of ($1,972,203), and ($0.04), respectively. The decrease in net loss for the year ended December 31, 2011, compared to the prior year, is due to the Company expensing the Domain Name Purchase payments of $900,000 during the year ended December 31, 2010, in accordance with accordance with ASC Topic 420-10-25-11. In addition, the net loss decreased, due to the reduction in expenses as a result of migrating to the Unibet's Partner platform during fiscal 2010.

LIQUIDITY AND CAPITAL RESOURCES

We had cash of $787,524 and positive working capital of $1,058,631 at December 31, 2011. This compares to cash of $1,396,384 and working capital of $1,723,394 at December 31, 2010. During the year ended December 30, 2010, Bingo.com, Ltd. completed a private placement offering with Unibet Group Plc. of 15,000,000 shares at $0.15 per share.  Total proceeds of the offering were $2,250,000. In addition, during the year ended December 30, 2010, Bingo.com, Ltd. purchased the remaining

 Page 19

Domain Name payments for $900,000, with the issuance of 6,000,000 common shares of Bingo.com, Ltd., at a value of $0.15 per share.

During the year ended December 31, 2011, we used cash of $603,853 in operating activities compared to using cash of $1,652,795 in the prior year.

Net cash generated by financing activities was $nil in the year ended December 31, 2011, which compares to cash generated by financing activity of $2,250,000 in 2010. This decrease in cash generated by financing activity is due to the cash raised from the private placement with Unibet Group Plc. during the year ended December 31, 2010.

Cash of $5,007 was used in investing activities in fiscal 2011, compared to cash provided by investing activities of $241,928 in the prior year. This decrease in cash provided by investing activities is due to the sale of the two subsidiaries during the year ended December 31, 2010.

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

            Off Balance Sheet Arrangements

We did not have any Off Balance sheet arrangements for the year ended December 31, 2011 and 2010.

AUDIT COMMITTEE

Our audit committee consists of four directors and reports to the Board of Directors. The audit committee meets regularly throughout the year and met with the independent auditors on March 29, 2012, and approved the financials statements for the year ended December 31, 2011.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 Page 20

BINGO.COM, LTD. and subsidiaries

Restated Consolidated Financial Statements

Years ended December 31, 2011 and 2010

 

 

Report of Independent Registered Public Accounting Firm for the year ended December 31, 2011 and 2010

22

Restated Consolidated Financial Statements

 

Restated Balance Sheets                                                                                                                      

23

Restated Statements of Operations                                                                                                     

24

Restated Statements of Stockholders' Equity                                                                            

25

Restated Statements of Cash Flows                                                                                                    

26

Notes to Restated Consolidated Financial Statements                                                                            

27

 

 Page 21

DAVIDSON & COMPANY LLP                        Chartered Accountants                        A Partnership of Incorporated Professionals

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of

Bingo.com, Ltd. and subsidiaries

We have audited the accompanying consolidated balance sheets of Bingo.com, Ltd. and subsidiaries as of December 31, 2011 and 2010 and the related consolidated statements of operations, stockholders' equity, and cash flows for the years ended December 31, 2011 and 2010. The Company' s management is responsible for these financial statements. Our responsibility is to express an opinion on these 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 audits to obtain reasonable assurance about whether the 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 audits 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 financial statements, 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 the Company as of December 31, 2011 and 2010, and the results of its operations and its cash flows for 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 an accumulated deficit of $15,919,589 for the year ended December 31, 2011. 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.

 

" DAVIDSON & COMPANY LLP"

 

Vancouver, Canada

Chartered Accountants

 

 

July 30, 2012

 

 

 

 

 

 

NEXIA

INTERNATIONAL

1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, B.C., Canada, V7Y 1G6

Telephone (604) 687-0947 Fax (604) 687-6172

 

 Page 22

BINGO.COM, LTD. and subsidiaries

Restated Consolidated Balance Sheets

As at December 31,

 

 

 

2011

Restated Note 3 & 4

 

 

2010

Restated Note 3 & 4

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

   Cash

 

$

787,524

$

1,396,384

   Accounts receivable, less allowance for doubtful

   accounts $150,000 (2010 - $150,000) (Note 5& 6)

 

 

148,119

 

57,890

   Prepaid expenses

 

 

219,279

 

406,557

Total Current Assets

 

 

1,154,922

 

1,860,831

 

 

 

 

 

 

Equipment, net (Note 7)

 

 

14,827

 

26,803

 

 

 

 

 

 

Other assets

 

 

11,977

 

20,009

 

 

 

 

 

 

Domain name rights and intangible assets (Note 8)

 

 

1,257,241

 

1,257,241

 

 

 

 

 

 

Deferred tax asset, less valuation allowance of $141,699 (2010 - $139,463) (Note 10)

 

 

- 

 

- 

 

 

 

 

 

 

Total Assets

 

$

2,438,967

$

3,164,884

 

 

 

 

 

Liabilities and Stockholders' Equity

 

 

 

Current liabilities:

 

 

 

 

 

   Accounts payable

 

$

13,261

$

12,158

   Accrued liabilities

 

 

72,349

 

120,713

   Accounts payable and accrued liabilities - related party (Note 12)

 

 

10,681

 

4,566

Total Current Liabilities

 

 

96,291

 

137,437

 

 

 

 

 

 

Commitments (Note 10)

 

 

 

 

 

 

 

 

 

 

 

Stockholders' equity (Note 9):

 

 

 

 

 

   Common stock, no par value, unlimited shares authorized,

   63,877,703 shares issued and outstanding

   (December 31, 2010 - 63,877,703)

 

 

18,237,685

 

18,233,440

   Accumulated deficit

 

 

(15,919,589)

 

(15,230,573)

   Accumulated other comprehensive income:

     Foreign currency translation adjustment

 

 

24,580

 

24,580

Total Stockholders' Equity

 

 

2,342,676

 

3,027,447

 

 

 

 

 

 

Total Liabilities and Stockholders' Equity

 

$

2,438,967

$

3,164,884

See accompanying notes to consolidated financial statements.

Page 23

BINGO.COM, LTD. and subsidiaries

Restated Consolidated Statements of Operations

Years ended December 31,

 

 

 

2011

 

 

 

2010

(Restated Note 3)

 

 

 

 

 

 

 

Advertising revenue

 

$

66,705

 

$

98,547

Gaming revenue

 

 

1,349,953

 

 

1,718,257

Total revenue

 

 

1,416,658

 

 

1,816,804

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

   Cost of producing revenue

 

 

-

 

 

1,152,020

   Depreciation and amortization

 

 

7,774

 

 

35,245

   Directors fees

 

 

11,500

 

 

  7,500

   General and administrative

 

 

257,275

 

 

357,869

   Bad debt expense

 

 

-

 

 

38,736

   Loss on disposal of equipment

 

 

9,209

 

 

32,833

   Salaries, wages, consultants and benefits

 

 

733,581

 

 

891,396

   Selling and marketing

 

 

1,074,571

 

 

459,817

   Stock-based compensation

 

 

-

 

 

68,967

Total operating expenses

 

 

2,093,910

 

 

3,044,383

 

 

 

 

 

 

 

Loss before other income (expense) and income taxes

 

 

(677,252)

 

 

(1,227,579)

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

   Foreign exchange (loss) gain

 

 

(10,959)

 

 

14,058

   Interest and other income

 

 

2,887

 

 

3,957

   Purchase of 4% Domain Name Purchase Payments

 

 

-

 

 

(900,000)

   Profit on the sale of subsidiaries (Note 4)

 

 

-

 

 

177,832

   Profit from sale of US players and related assets (Note 5)

 

 

-

 

 

5,000

 

 

 

 

 

 

 

Loss before income taxes

 

 

(685,324)

 

 

(1,926,732)

 

 

 

 

 

 

 

Income tax expense

 

 

(3,692)

 

 

(45,291)

 

 

 

 

 

 

 

Net loss

 

$

(689,016)

 

$

(1,972,023)

 

 

 

 

 

 

 

Net loss per common share, basic (Note 2)

 

$

(0.01)

 

$

(0.04)

Net loss per common share, diluted (Note 2)

 

$

(0.01)

 

$

(0.04)

 

 

 

 

 

 

 

Weighted average common shares outstanding, basic (Note 2)

 

 

63,877,703

 

 

54,716,388

Weighted average common shares outstanding, diluted (Note 2)

 

 

63,877,703

 

 

54,716,388

See accompanying notes to consolidated financial statements.

 Page 24

BINGO.COM, LTD. and subsidiaries

Restated Consolidated Statements of Stockholders' Equity

Years ended December 31, 2011 and 2010

 

Common stock

 

 

Accumulated Other Comprehensive loss

 

 

Shares

Amount

Subscription received in advance

Accumulated  Deficit

(Restated Note 3)

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

 

 

 

 

 

 

 

   Reversal of progressive

   jackpot provision (Restated

   Note 3)

-

-

-

193,051

-

193,051
             

Balance January 1, 2010 (Restated Note 3)

41,517,703

$14,799,154

$204,000

$(13,258,550)

$ 24,580

$1,769,184

 

 

 

 

 

 

 

   Private placement

1,360,000

204,000

(204,000)

-

-

-

 

 

 

 

 

 

 

   Private placement

15,000,000

2,250,000

-

-

-

2,250,000

 

 

 

 

 

 

 

   Shares issued for the 4%

   Domain Name

6,000,000

900,000

 

 

 

900,000

 

 

 

 

 

 

 

   Stock-based compensation

-

68,967

-

-

-

68,967

 

 

 

 

 

 

 

   Issuance of consultant stock

   Options

-

11,319

-

-

-

11,319

 

 

 

 

 

 

 

   Net loss

-

-

-

(1,972,023)

-

(1,972,023)

Balance, December 31, 2010

63,877,703

18,233,440

              -

(15,230,573)

 24,580

3,027,447

 

 

 

 

 

 

 

   Issuance of consultant stock

   Options

-

4,245

-

-

-

4,245

 

 

 

 

 

 

 

   Net loss

-

-

-

(689,016)

-

(689,016)

Balance, December 31, 2011

63,877,703

$18,237,685

$            -

$(15,919,589)

$ 24,580

$2,342,676

See accompanying notes to consolidated financial statements.

 Page 25

BINGO.COM, LTD. and subsidiaries

Restated Consolidated Statements of Cash Flows

Years ended December 31,

 

 

2011

 

2010

(Restated Note 3)

Cash flows from operating activities:

 

 

 

 

 

   Net loss

 

$

(689,016)

$

(1,972,023)

   Adjustments to reconcile net loss to net cash used in

   operating activities:

 

 

 

 

 

     Depreciation and amortization

 

 

7,774

 

35,245

     Bad debt expense

 

 

-

 

38,736

     Loss on disposal of equipment

 

 

9,209

 

32,833

     Stock-based compensation

 

 

-

 

68,967

     Issuance of consultant stock options

 

 

4,245

 

11,319

     Profit from the sale of US players and related assets

 

 

-

 

(5,000)

     Profit on the sale of subsidiary

 

 

-

 

(177,832)

     Purchase of Domain Name Purchase Payment

 

 

-

 

900,000

   Changes in operating assets and liabilities:

 

 

 

 

 

      Accounts receivable

 

 

(90,229)

 

(75,308)

      Prepaid expenses

 

 

187,278

 

(371,647)

      Other assets

 

 

8,032

 

24,321

      Accounts payable and accrued liabilities

 

 

(41,146)

 

(70,115)

      Provision for progressive jackpots

 

 

-

 

5,522

      Players float

 

 

-

 

(97,813)

   Net cash used in operating activities

 

 

(603,853)

 

(1,652,795)

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

   Acquisition of equipment

 

 

(5,007)

 

(5,068)

   Proceeds from sale of US players and related assets

 

 

-

 

5,000

   Proceeds on disposal of equipment

 

 

-

 

5,952

   Proceeds on the sale of subsidiary, net of cash sold

 

 

-

 

236,044

   Net cash (used in) provided by investing activities

 

 

(5,007)

 

241,928

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

   Private placement

 

 

-

 

2,250,000

   Net cash provided by financing activities

 

 

-

 

2,250,000

 

 

 

 

 

 

Change in cash

 

 

(608,860)

 

839,133

 

 

 

 

 

 

Cash, beginning of year

 

 

1,396,384

 

557,251

Cash, end of year

 

$

787,524

$

1,396,384

 

 

 

 

 

 

Supplementary information:

 

 

 

 

 

   Interest paid

 

$

-

$

-

   Income taxes paid

 

$

5,380

$

13,579

 

 

 

 

 

 

Non-cash financing activity

 

$

-

$

-

Non-cash investing activity

 

$

-

$

-

 

 

 

 

 

 

Shares issued in acquiring domain name rights (Note 7)

 

$

-

$

900,000

See accompanying notes to consolidated financial statements.

 Page 26

BINGO.COM, LTD. and subsidiaries

Notes to Restated Consolidated Financial Statements

Years ended December 31, 2011 and 2010

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 marketing 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.

During the year ended December 31, 2010, we migrated to the Unibet Partner Program and changed from providing and operating games to focusing on marketing and driving players to our website www.bingo.com. Our players will continue to play games on our website www.bingo.com but now these games are offered by Unibet.

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, 2011 and 2010, and has an accumulated deficit of $15,919,589 as at December 31, 2011. 

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.

 Page 27

BINGO.COM, LTD. and subsidiaries

Notes to Restated Consolidated Financial Statements

Years ended December 31, 2011 and 2010

1.    Introduction: (Continued)

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.

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 ("US GAAP") applicable to annual financial information and with the rules and regulations of the United States Securities and Exchange Commission.  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, the 99% owned subsidiaries, Bingo.com (UK) plc. (registered in the United Kingdom), Bingo.com Services Limited (registered in the United Kingdom) and Bingo.com Operations Limited (registered in Malta). On April 30, 2010, Bingo.com Services Limited (registered in the United Kingdom) and Bingo.com Operations Limited were sold and their accounts are included up to the date of sale of these subsidiaries (Note 3). All 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 valuation of shares issued for the purchase of the remaining Domain Name Purchase payments, the collectibility of accounts receivable and the valuation of deferred tax assets.  Actual results may differ significantly from these estimates.

(c)   Revenue recognition:

Prior to the migration to the Unibet Partner Program, gaming revenues have been recognized on the basis of total dollars wagered, including bonus wagered, less all winnings payable to players.

Subsequent to the migration to the Unibet Partner Program, gaming revenues have been recognized on the basis of total dollars wagered, less commissions on all games, less all winnings payable to players.

 Page 28

BINGO.COM, LTD. and subsidiaries

Notes to Restated Consolidated Financial Statements

Years ended December 31, 2011 and 2010

2.         Summary of significant accounting policies: (Continued)

(c)   Revenue recognition: (Continued)

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.

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. As at December 31, 2011 and 2010, the Company had no 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, 2011, was $nil (2010 - $38,736). A provision for doubtful accounts in relation to the sale of US players and accounts receivable (Note 4 and Note 5) of $150,000 (2010 - $150,000) has been allowed for in these financial statements.

(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

 Page 29

BINGO.COM, LTD. and subsidiaries

Notes to Restated Consolidated Financial Statements

Years ended December 31, 2011 and 2010

2.         Summary of significant accounting policies: (Continued)

(g)  Equipment: (Continued)

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 2011 totaled $992,616 (2010 - $183,982). 

     (i)  Stock-based compensation:

The Company recognizes all stock-based compensation as an expense in the financial statements and that such cost be measured at the fair value of the award.

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:

 

 

2011

 

2010

Expected dividend yield

 

- 

 

- 

Expected stock price volatility

 

-

 

25 - 81%

Weighted average volatility

 

-

 

59%

Risk-free interest rate

 

-

 

1.27 - 4.93%

Expected life of options

 

-

 

2.5 - 5 years

Forfeiture rate

 

-

 

7%

(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 ASC 360, Property, Plant and Equipment and ASC 350, Intangibles-Goodwill and Others. During the years presented, the only long-lived assets reported on the Company's consolidated balance sheet are equipment, other 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 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.

Page 30

BINGO.COM, LTD. and subsidiaries

Notes to Restated Consolidated Financial Statements

Years ended December 31, 2011 and 2010

2.         Summary of significant accounting policies: (Continued)

(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 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:

ASC 260, "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. A total of 2,345,000 (2010 - 2,589,692) stock options were excluded as at December 31, 2011.

The earnings per share data for the year ended December 31, 2011 and 2010 are summarized as follows:

 

 

2011

 

2010

(Restated Note 3)

Net loss for the year - as reported

$

(689,016)

$

(1,972,023)

 

 

 

 

 

Basic earnings per share weighted average number of common shares outstanding

 

63,877,703

 

54,716,388

Effect of dilutive securities

 

 

 

 

       Stock Options

 

-

 

-

 

 

 

 

 

Diluted earnings per share weighted average number of common shares outstanding

 

63,877,703

 

54,716,388

Page 31

BINGO.COM, LTD. and subsidiaries

Notes to Restated Consolidated Financial Statements

Years ended December 31, 2011 and 2010

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 ASC 350, 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. During the year ended December 31, 2010, the Company purchased the remaining Domain Name payments for $900,000, payable in 6,000,000 common shares of Bingo.com, Ltd., at a value of $0.15 per share. In accordance with ASC Topic 420-10-25-11, the Company expensed $900,000 during the year ended December 31, 2010. 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 ASC 820, Fair Value Measurements and Disclosures, that the fair value of the domain name exceeded the carrying value and therefore no impairment existed for the years presented.

(n)  New accounting pronouncements and changes in accounting policies:

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 (adopted January 1, 2010), 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 had no impact on our consolidated financial statements.

In April 2010, the FASB issued ASU 2010-13, Compensation - Stock Compensation (Topic 718), amending ASC 718. ASU 2010-13 clarifies that a share-based payment award with an exercise price denominated in the currency of a market in which the entity's equity securities trade should not be classified as a liability if it otherwise qualifies as equity.  ASU 2010-13 also improves GAAP by improving consistency in financial reporting by eliminating diversity in practice.  ASU 2010-13 is effective for interim and annual reporting periods beginning after December 15, 2010 (January 1, 2011 for the Company).  The implementation of this guidance did not have an impact on the Company's financial position or results of operations.

In April 2010, the FASB issued ASU No. 2010-16 which requires that an entity should not accrue a jackpot liability (or portions thereof) before the jackpot is won if the entity is not  

Page 32

BINGO.COM, LTD. and subsidiaries

Notes to Restated Consolidated Financial Statements

Years ended December 31, 2011 and 2010

2.         Summary of significant accounting policies: (Continued)

    (n)  New accounting pronouncements and changes in accounting policies: (Continued)

obligated to pay out that jackpot.  Jackpots should be accrued and charged to revenue when an entity has the obligation to pay the jackpot. An entity shall apply any changes to these progressive jackpots by recording a cumulative-effect adjustment to opening retained earnings as of the beginning of the period of adoption.

The guidance will become effective for the first annual period beginning after December 15, 2010 and the interim periods within that first annual period.  The Company has early adopted this standard and it has the effect of recognizing the gain from the reversal of progressive jackpots provisions of $193,051 as an adjustment to opening retained deficit for the year ended December 31, 2010.

In December 2010, the FASB issued ASU No. 2010-28 - When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts.  This update provides amendments to Accounting Standards Codification ("ASC") Topic 350 - Intangibles, Goodwill and Other that requires an entity to perform Step 2 impairment test even if a reporting unit has zero or negative carrying amount.  The first step is to identify potential impairments by comparing the estimated fair value of a reporting unit to its carrying value, including goodwill. If the carrying value of a reporting unit exceeds the estimated fair value, a second step is performed to measure the amount of impairment, if any. The second step is to determine the implied fair value of the reporting unit's goodwill, measured in the same manner as goodwill is recognized in a business combination, and compare that amount with the carrying amount of the goodwill. If the carrying value of the reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess.  ASU No. 2010-28 is effective beginning January 1, 2011. As a result of this standard, goodwill impairments may be reported sooner than under current practice.  The implementation of this guidance did not have an impact on the Company's financial position or results of operations.

In May 2011, the FASB issued ASU No. 2011-04, "Amendments to Achieve Common Fair Value Measurement and Disclosure Requirement in U.S. GAAP and International Financial Reporting Standards" ("IFRS") ("ASU 2011-04").  The amendments in ASU 2011-04 do not modify the requirements for when fair value measurements apply; rather, they generally represent clarifications on how to measure and disclose fair value under ASC 820, Fair Value Measurement.  

For U.S. GAAP, most of the changes are clarifications of existing guidance or wording changes to align with IFRS 13, Fair Value Measurement.   ASU 2011-04 is effective on a prospective basis for interim and annual periods beginning after December 15, 2011, with early adoption not permitted for public entities.  In the period of adoption, a reporting entity will be required to disclose a change, if any, in valuation technique and related inputs that result from applying ASU 2011-04 and to quantify the total effect, if practicable.  The Company is currently evaluating the impact of the adoption of ASU 2011-04 on its

Page 33

BINGO.COM, LTD. and subsidiaries

Notes to Restated Consolidated Financial Statements

Years ended December 31, 2011 and 2010

2.         Summary of significant accounting policies: (Continued)

    (n)  New accounting pronouncements and changes in accounting policies: (Continued)

financial position, results of operations and disclosures. Adoption of this standard is not expected to have a material impact on the financial statements.

In June 2011, the FASB issued ASU No. 2011-05, "Presentation of Comprehensive Income" ("ASU 2011-05").  The objective of this update is to improve the comparability, consistency, and transparency of financial reporting and to increase the prominence of items reported in other comprehensive income. To increase the prominence of items reported in other comprehensive income and to facilitate convergence of GAAP and IFRS. The amendments in ASU 2011-05 require entities to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. Additionally, the amendments in ASU 2011-05 require an entity to present on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statement(s) where the components of net income and the components of other comprehensive income are presented. ASU 2011-05 is effective retrospectively for interim and annual periods beginning after December 15, 2011, with early adoption permitted.  The Company is currently evaluating the impact of the adoption of ASU 2011-05 on its financial statements.

In September 2011, the FASB issued ASU No. 2011-08 "Intangibles - Goodwill and Other (Topic 350): Testing Goodwill for Impairment," which amends existing guidance by giving an entity the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If this is the case, a more detailed two-step goodwill impairment test will need to be performed which is used to identify potential goodwill impairments and to measure the amount of goodwill impairment losses to be recognized, if any. ASU 2011-08 will be effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted. The Company does not expect the adoption of ASU 2011-08 to have a material impact on the Company's financial statements.

In December 2011, the FASB issued ASU 2011-11, "Balance Sheet (Topic 210), Disclosures about Offsetting Assets and Liabilities".   The guidance in this update requires the Company to disclose both gross information and net information about both financial instruments and transactions eligible for offset in the statement of financial position ("Balance Sheet") and transactions subject to an agreement similar to a master netting arrangement. The amendment is designed to enhance disclosures about the financial instruments and derivatives, which will allow the users of an entity's financial statements to evaluate the effect or potential effect of netting arrangements on an entity's financial position. The scope includes derivatives, repurchase agreements and security borrowings. The pronouncement is effective for fiscal years and interim periods beginning on or after January 1, 2013 with retrospective application for all comparative periods presented.  The

Page 34

BINGO.COM, LTD. and subsidiaries

Notes to Restated Consolidated Financial Statements

Years ended December 31, 2011 and 2010

2.         Summary of significant accounting policies: (Continued)

    (n)  New accounting pronouncements and changes in accounting policies: (Continued)

Company's adoption of the new standard is not expected to have a material effect on the Company's consolidated financial position or results of operations.

In December 2011, the FASB issued ASU 2011-12, Comprehensive Income.  This Update defers changes in Update 2011-05 that relate to how, when, and where reclassification adjustments are presented. The amendments are being made to allow the Board time to redeliberate whether to present on the face of the financial statements the effects of reclassifications out of accumulated other comprehensive income on the components of net income and the other comprehensive income for all periods presented. While the Board is considering the operational concerns about the presentation requirements for reclassification adjustments and the needs of financial statement users for additional information about reclassification adjustments, entities should continue to report reclassifications out of accumulated other comprehensive income consistent with the presentation requirements in effect before Update 2011-05. All other requirements in Update 2011-05 are not affected by this Update. Public entities should apply these requirements for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of ASU No. 2011-12 is not expected to impact the presentation of our results of operations

    (o)  Financial instruments:

(i)  Fair values:

The fair value of accounts receivable, accounts payable, accrued liabilities and accounts payable and accrued liabilities - related party approximate their financial statement carrying amounts due to the short-term maturities of these instruments.  Cash is carried at fair value using a level 1 fair value measurement.

In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. 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 35

BINGO.COM, LTD. and subsidiaries

Notes to Restated Consolidated Financial Statements

Years ended December 31, 2011 and 2010

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     Restatement of Financial Statements:

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, 2011, which was originally filed with the US Securities and Exchange commission (the "SEC") on March 30, 2012. This filing amends and restates our previously reported financial statements for the fiscal year ended December 31, 2011, to reflect the following adjustments:

-    Intangible Assets. This has been amended for the years ended December 31, 2011 and 2010, to expense the purchase of the remaining 4% Domain Name Purchase payments for $900,000, in accordance with ASC Topic 420-10-25-11. This had the effect to reduce the intangible asset and to increase the retained deficit by $900,000 for the years ended December 31, 2011 and 2010.

-    Profit on the Reversal of progressive jackpot provision. This has been amended for the year ended December 31, 2010, to adjust the opening retained deficit in accordance with ASU 2010-16.

Consolidated Balance Sheets

Year ended December 31, 2011

 

 

 

As Reported

 

Adjustments

 

As Restated

 

 

 

 

 

 

 

 

Domain name rights and intangible assets

 

$

2,157,241

$

(900,000)

$

1,257,241

Total Assets

 

$

3,338,967

$

(900,000)

$

2,438,967

 

 

 

 

 

 

 

 

Accumulated deficit

 

$

(15,019,589)

$

(900,000)

$

(15,919,589)

Total Stockholders' Equity

 

$

3,242,676

$

(900,000)

$

2,342,676

 

 Page 36

BINGO.COM, LTD. and subsidiaries

Notes to Restated Consolidated Financial Statements

Years ended December 31, 2011 and 2010

3     Restatement of Financial Statements: (Continued)

Consolidated Balance Sheets

Year ended December 31, 2010

 

 

 

As Reported

 

Adjustments

 

As Restated

 

 

 

 

 

 

 

 

Domain name rights and intangible assets

 

$

2,157,241

$

(900,000)

$

1,257,241

Total Assets

 

$

4,064,884

$

(900,000)

$

3,164,884

 

 

 

 

 

 

 

 

Accumulated deficit

 

$

(14,330,573)

$

(900,000)

$

(15,230,573)

Total Stockholders' Equity

 

$

4,064,884

$

(900,000)

$

3,164,884

There is no change to the Consolidated Statements of Operations for year ended December 31, 2011.

Consolidated Statements of Operations

Year ended December 31, 2010

 

 

 

As Reported

 

Adjustments

 

As Restated

 

 

 

 

 

 

 

 

Purchase of 4% Domain Name Purchase payments

 

$

-

$

(900,000)

$

(900,000)

Reversal of progressive jackpots provision

 

$

193,051

$

(193,051)

 

-

Net loss

 

$

(878,972)

$

(1,093,051)

$

(1,972,023)

 

 

 

 

 

 

 

 

Net loss per common share, basic and diluted

 

 

(0.02)

 

(0.02)

 

(0.04)

Consolidated Statements of Stockholders Equity

Years ended December 31, 2011 and 2010

 

 

 

As Reported

 

Adjustments

 

As Restated

 

 

 

 

 

 

 

 

Accumulated deficit

 

 

 

 

 

 

 

Reversal of progressive jackpots provision

 

$

193,051

$

(193,051)

$

-

Balance, January 1, 2010

 

$

(13,451,601)

$

193,051

$

(13,258,550)

 

 

 

 

 

 

 

 

Net loss

 

$

(878,972)

$

(1,093,051)

$

(1,972,023)

Balance December 31, 2010

 

$

(14,330,573)

$

(1,093,051)

$

(15,230,573)

 

 

 

 

 

 

 

 

Balance December 31, 2011

 

$

(15,019,589)

$

(900,000)

$

(15,919,589)

There is no change to the Consolidated Statements of Cash Flows for year ended December 31, 2011.

Consolidated Statements of Cash Flows

Year ended December 31, 2010

 

 

 

As Reported

 

Adjustments

 

As Restated

 

 

 

 

 

 

 

 

Net Loss

 

$

(878,972)

$

(1,093,051)

$

(1,972,023)

Reversal of progressive jackpots provision

 

$

(193,051)

$

193,051

$

-

Purchase of Domain Name Purchase payments

 

$

-

$

900,000

$

900,000

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

$

(1,652,795)

$

-

$

(1,652,795)

 

 Page 37

BINGO.COM, LTD. and subsidiaries

Notes to Restated Consolidated Financial Statements

Years ended December 31, 2011 and 2010

4.    Sale of subsidiaries:

Effective April 30, 2010, the Company sold Bingo.com Services Limited and Bingo.com Operations Limited in an arms length transaction for $250,000 to Emporium Romanum Ltd. a private Maltese company. Due to the migrating onto the Unibet's Partner Program and the Company's transition from providing active gaming operations to that of a marketing-focused entity, these subsidiaries and the assets contained therein no longer served a useful purpose to the Company.

The net assets of Bingo.com Services Limited and Bingo.com Operations Limited as at April 30, 2010 were as follows:

 

 

April 30, 2010

 

 

 

Assets

 

 

Current assets:

 

 

   Cash

$

13,956

   Accounts receivable less allowance for doubtful accounts

 

22,204

   Prepaid expenses

 

37,860

Total Current Assets

 

74,020

 

 

 

Equipment, net

 

94,376

 

 

 

Other assets

 

104,222

 

 

 

Total Assets

$

272,618

 

 

 

Liabilities

 

 

Current liabilities:

 

 

   Accounts payable

$

37,701

   Accrued liabilities

 

45,595

   Provision for progressive jackpots

 

117,154

Total Current Liabilities

$

200,450

 

 

 

Net Assets

$

72,168

 

 

 

Proceeds on the sale of subsidiaries

$

250,000

Less net assets

 

(72,168)

Profit on the sale of subsidiaries

$

177,832

5.   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 it 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, 2011, the Company

 Page 38

BINGO.COM, LTD. and subsidiaries

Notes to Restated Consolidated Financial Statements

Years ended December 31, 2011 and 2010

5.   Sale of US players and related assets: (Continued)

collected $nil (2010 - $5,000) in payment for these assets. During the year ended December 31, 2010, the Company was advised that the purchaser had ceased operations and is in the process of winding up the company. Therefore the Company has determined that $658,286 will never be recovered.

 

 

Amount

Balance remaining December 31, 2009

 

774,550

 

 

 

Payments received

 

(5,000)

 

 

 

Amount deemed irrecoverable and removed from accounts receivable

 

(658,286)

 

 

 

Balance remaining December 31, 2010

$

111,264

 

 

 

Payments received

 

-

 

 

 

Balance remaining December 31, 2011

$

111,264

The amount has been fully provided for as part of allowance for doubtful accounts.

6.    Accounts Receivable:

The accounts receivable as at December 31, 2011, is summarized as follows:

 

 

2011

 

2010

Accounts receivable

$

298,119

$

207,890

 

 

 

 

 

Provision for doubtful accounts

 

(38,736)

 

(38,736)

 

 

 

 

 

Provision for the sale of US Player (Note 5)

 

(111,264)

 

(111,264)

 

 

 

 

 

Net accounts receivable

$

148,119

$

57,890

7.   Equipment:

2011

 

Cost

 

Accumulated depreciation

 

Net book

Value

 

 

 

 

 

 

 

Equipment and computers

$

97,987

$

84,957

$

13,030

Furniture and fixtures

 

7,088

 

5,291

 

1,797

 

$

105,075

$

90,248

$

14,827

 

2010

 

Cost

 

Accumulated depreciation

 

Net book

Value

 

 

 

 

 

 

 

Equipment and computers

$

116,976

$

94,658

$

22,318

Furniture and fixtures

 

13,858

 

9,373

 

4,485

Leasehold improvements

 

12,546

 

12,546

 

-

 

$

143,380

$

116,577

$

26,803

Depreciation expense was $7,774 (2010 - $35,245) for the year ended December 31, 2011.

 Page 39

BINGO.COM, LTD. and subsidiaries

Notes to Restated Consolidated Financial Statements

Years ended December 31, 2011 and 2010

8.  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 ending 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, 2010, the Company purchased the remaining Domain Name payments for $900,000, with the issuance of 6,000,000 common shares of the Company, at a value of $0.15 per share. In accordance with ASC Topic 420-10-25-11, the Company expensed the Domain Name Purchase payments of $900,000 during the year ended December 31, 2010. During the year ended December 31, 2011, expense payments of $nil (2010 - $66,920) 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 domain name purchase payments. In 2002, the Company suspended the amortization of the domain name in accordance with ASC 350, Intangibles - Goodwill and Others, where companies are no longer permitted to amortize indefinite life intangible assets.

2011 (Restated Note 3)

 

Cost

 

Accumulated amortization

 

Net book

Value

 

 

 

 

 

 

 

Domain name rights

$

1,934,500

$

677,259

$

1,257,241

 

2010 (Restated Note 3)

 

Cost

 

Accumulated amortization

 

Net book

Value

 

 

 

 

 

 

 

Domain name rights

$

1,934,500

$

677,259

$

1,257,241

9.   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 no par value per common stock.

(a)  Common stock issuances:

There were no stock issuances during the year ended December 31, 2011.

During the year ended December 31, 2010, the Company purchased the remaining domain name payments for 6,000,000 common shares at a value of $0.15 per share for a total value of $900,000.

 Page 40

BINGO.COM, LTD. and subsidiaries

Notes to Restated Consolidated Financial Statements

Years ended December 31, 2011 and 2010

9.   Stockholders' equity: (Continued)

(a)  Common stock issuances: (Continued)

During the year ended December 31, 2010, the Company completed a private placement offering with Unibet Group Plc. of 15,000,000 common shares at $0.15 per share.  Total proceeds of the offering were $2,250,000.

 (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, 2011, there were a total of nil stock options (2010 - nil) outstanding. During the year ended December 31, 2011, there were nil options exercised (2010 - nil) and nil options expired unexercised (2010 - nil).

(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, 2011, there were a total of 3,224,700 stock options (2010 - 3,224,700 stock options) issued, of which 1,934,700 (2010 - 1,934,700) had been exercised as at December 31, 2011. During the year ended December 31, 2011, nil options were exercised (2010 - nil) and nil (2010 - 545,000) stock options expired unexercised. Therefore as at December 31, 2011, there were 1,290,000 (2010 - 1,290,000) stock options outstanding at exercise prices ranging from $0.17 to $0.33 per share.

Subsequent to the year ended December 31, 2011, the expiry date on 75,000 options with an expiry date of February 28, 2012 and an exercise price of $0.27 per share, was extended for 2 years and the expiry date on 175,000 options with an expiry date of March 5, 2012, and an exercise prices of $0.33 per share, was extended for 1 year.

During the year ended December 31, 2010, the outstanding option agreements were amended to make all unvested options to vest immediately.  

 Page 41

BINGO.COM, LTD. and subsidiaries

Notes to Restated Consolidated Financial Statements

Years ended December 31, 2011 and 2010

9.   Stockholders' equity: (Continued)

 (b) Stock option plans: (Continued)

(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, 2011, there were a total of 1,055,000 (2010 - 1,299,692) stock options outstanding at exercise prices ranging between $0.15 and $0.33 per share. During the year ended December 31, 2011, 244,692 (2010 - 1,203,750) stock options expired unexercised.

Subsequent to the year ended December 31, 2011, 50,000 options expired unexercised, the expiry date on 285,000 options with an expiry date of February 28, 2012 and an exercise price of $0.27 per share, was extended for a further 2 years and the expiry date on 100,000 options with an expiry date of March 5, 2012 and an exercise price of $0.33 per share, was extended for a further 1 year.

During the year ended December 31, 2010, the outstanding option agreements were amended to make all unvested options to vest immediately.

A summary of stock option activity for the stock option plans for the years ended December 31, 2011 and 2010 are as follows:

 

 

Number of shares

 

Weighted average exercise price

Outstanding, December 31, 2009

 

3,718,442

$

0.38

 

 

 

 

 

Granted

 

620,000

 

0.15

Exercised

 

-

 

-

Expired

 

(1,748,750)

 

0.43

 

 

 

 

 

Outstanding, December 31, 2010

 

2,589,692

$

0.29

 

 

 

 

 

Granted

 

-

 

-

Exercised

 

-

 

-

Expired

 

(244,692)

 

0.91

 

 

 

 

 

Outstanding, December 31, 2011

 

2,345,000

$

0.23

The aggregate intrinsic value for options as of December 31, 2011 was $636,850 (2010 - $nil) with a closing price of $0.50 per share.

 Page 42

BINGO.COM, LTD. and subsidiaries

Notes to Restated Consolidated Financial Statements

Years ended December 31, 2011 and 2010

9.   Stockholders' equity: (Continued)

 (b) Stock option plans: (Continued)

The following table summarizes information concerning outstanding and exercisable stock options at December 31, 2011:

Range of exercise

prices per share

Number outstanding

Number exercisable

Expiry date

 

$        0.27

410,000

410,000

February 28, 2012 (1)

 

0.33

275,000

275,000

March 5, 2012 (2)

 

0.31

460,000

460,000

May 28, 2013

 

0.17

580,000

580,000

June 19, 2014

 

0.15

620,000

620,000

September 30, 2015

 

 

2,345,000

2,345,000

 

(1)  Subsequent to the year end December 31, 2011, 360,000 of these options were extended until February 28, 2014.

(2)  Subsequent to the year end December 31, 2011, these options were extended until March 5, 2013.

During the year ended December 31, 2011, the Company recorded stock-based compensation expense of $nil (2010 - $68,967) relating to the issuance of common stock purchase options to certain employees, officers, and directors of the Company in accordance with ASC 718, Compensation - Stock Compensation.

10.   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 expires on April 30, 2014. The Anguillan operating lease expired on April 1, 2011 but unless 3 month's notice is given it automatically renews for a future 3 months until notice is given. The United Kingdom lease is leased from Bingo, Inc. 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:

 

 

 

2012

$

22,788

2013

 

18,174

2014

 

6,058

 

 

 

The Company paid rent expense totaling $111,829 for the year ended December 31, 2011 (2010 - $128,056).

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 to the Company by Mr. Williams.

 Page 43

BINGO.COM, LTD. and subsidiaries

Notes to Restated Consolidated Financial Statements

Years ended December 31, 2011 and 2010

10.   Commitments: (Continued)

The agreement was amended during the year ended December 31, 2010 to include a consultancy payment of $11,666 per month payable in arrears. This contract is for the provision of services by Mr. Williams as Executive Chairman of the Company.

11. Income taxes:

The Company 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:

 

 

2011

 

2010

Computed "expected" tax benefit

$

233,010

$

283,452

Reduction in income taxes resulting from income taxes in other tax jurisdictions

 

(235,986)

 

(290,478)

Other

 

(246)

 

(74)

Expiration of tax asset

 

-

 

(22,342)

Change in taxation rates in other jurisdictions

 

(184)

 

36,335

Change in exchange rates

 

(2,522)

 

(20,831)

Change in valuation allowance

 

2,236

 

8,560

Taxation on disposed subsidiary

 

-

 

(39,913)

 

$

(3,692)

$

(45,291)

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2011 and 2010 are presented below:

 

 

2011

 

2010

Deferred tax assets:

 

 

 

 

   Net operating loss carry forwards

$

141,699

$

139,463

 

 

 

 

 

   Valuation Allowance

 

(141,699)

 

(139,463)

 

$

- 

$

- 

The valuation allowance for deferred tax assets as of December 31, 2011 and 2010, was $141,699 and $139,463, respectively.  The net change in the total valuation allowance for the years ended December 31, 2011 and 2010, was an increase of $2,236 and a decrease $8,560 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. 

During the year ended December 31, 2011, $nil (2010 - $78,392) of these net operating loss carryforwards expired in Canada.

 Page 44

BINGO.COM, LTD. and subsidiaries

Notes to Restated Consolidated Financial Statements

Years ended December 31, 2011 and 2010

12. Related party transactions:

The Company has a liability for $3,900 (2010 - $3,860) 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 $nil (2010 - $113), 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 $nil during the year ended December 31, 2011 (2010 - $66,920). As at December 31, 2011, the Company has a liability of $nil (2010 - $nil) to Bingo, Inc. During the year ended December 31, 2010, the Company acquired the remaining Domain Name Purchase payments for 6,000,000 common shares at a value of $0.15 per share for a total value of $900,000.

The Company has a liability of $4,002 (December 31, 2010 - $500), to independent directors of the Company for payment of services rendered.

The Company has a liability of $2,780 (December 31, 2010 - $93), to an officer of the Company for payment of services rendered and expenses incurred by the officer of the Company.

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.

13. Segmented information:

The Company operates in one reportable business segment, the business of marketing 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, 2011 and 2010, has been derived primarily from the revenue generated from the deposits received for the games for money.

The Company had the following revenue by geographical region.

 

 

2011

 

2010

Gaming revenue

 

 

 

 

Western Europe

$

237,297

$

1,456,239

Central, Eastern and Southern Europe

 

29,575

 

57,413

Nordics

 

1,064,049

 

159,395

Other

 

19,032

 

45,210

Total gaming revenue

$

1,349,953

$

1,718,257

 

 

 

 

 

Advertising revenue

 

 

 

 

Nordics

$

9,931

$

1,866

Other

 

56,774

 

96,681

Total advertising revenue

$

66,705

$

98,547

 Page 45

BINGO.COM, LTD. and subsidiaries

Notes to Restated Consolidated Financial Statements

Years ended December 31, 2011 and 2010

13. Segmented information: (Continued)

         

Total revenue

 

 

 

 

Western Europe

$

237,297

$

1,456,239

Central, Eastern and Southern Europe

 

29,575

 

57,413

Nordics

 

1,073,980

 

161,261

Other

 

75,806

 

141,891

Total revenue

$

1,416,658

$

1,816,804

            Equipment

The Company's equipment is located as follows:

Net Book Value

 

2011

 

2010

 

 

 

 

 

Anguilla

$

1,308

$

1,963

Canada

 

8,374

 

17,012

United Kingdom

 

1,696

 

2,544

United States of America

 

3,449

 

5,284

 

$

14,827

$

26,803

14. Concentrations:

      Major customers

For the year ended December 31, 2011, 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 Unibet to provide contracted services pursuant to its Partner Program. These services include the supply and operation of the games (i.e. Bingo and Slots); the development and maintenance of the website, customer support to our players playing on our website www.bingo.com, processing all deposits and collection of those funds and processing all withdrawal requests. The Company has a receivable from Unibet of $133,363 as at December 31, 2011 (December 31, 2010 - $34,857).

During the year ended December 31, 2011 and 2010, the Company offered limited advertising. Therefore there were no advertising sales representing more than 10% of the total sales.

15. 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, 2011, the Company had total cash balances of $787,524 (2010 - $1,396,384) at financial institutions, where $436,719 (2010 - $771,396) is in excess of federally insured limit. 

 Page 46

BINGO.COM, LTD. and subsidiaries

Notes to Restated Consolidated Financial Statements

Years ended December 31, 2011 and 2010

15. Concentrations of credit risk: (Continued)

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, 2011, the Company had one customer, totaling $133,363 who accounted for greater than 10% of the total accounts receivable.

As of December 31, 2010, the Company had two customers, totaling $34,857 and $16,073 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.

 Page 47

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

On February 1, 2010 (the "Dismissal Date"), we dismissed Dohan and Company, CPA's, as our independent certifying accountant. Our Board of Directors approved of the dismissal on November 16, 2009. There were no disputes or disagreements between Dohan and Company, CPA's and the Company during the previous two fiscal years. Except for the provision of a "Going Concern" opinion, the reports of Dohan and Company, CPA's on our financial statements for the years ended December 31, 2008 and 2007 did not contain an adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principle.

During the years ended December 31, 2008 and 2007, and through the Dismissal Date, we have not had any disagreements with Dohan and Company, CPA's on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to Dohan and Company, CPA's satisfaction, would have caused them to make reference thereto in their reports on our financial statements for such years.

On February 4, 2010, we engaged Davidson & Company LLP, as its independent registered public accounting firm, to audit our financial statements. The decision to engage Davidson & Company LLP was approved by our Board of Directors at a Board meeting called for such purpose.

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 and regulations 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

 Page 48

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, 2011. 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, 2011, the Company's internal control over financial reporting is effective based on those criteria.

(c)        Changes in internal controls.

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, 2011, and to the date of filing this annual report.

ITEM 9B - OTHER INFORMATION

None

 Page 49

PART III

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

DIRECTORS AND EXECUTIVE OFFICERS

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

Name

Age

Position

Audit Committee

Governance Committee

Compensation Committee

T. M. Williams

71

Executive Chairman

X

 

X

J. M. Williams

36

Chief Executive Officer

X

X

 

C. M. Devereux

48

Director

 

X*

X

G. Whitton

75

Non Executive Director

X*

X

 

F. Curtis

47

Non Executive Director

X

 

X*

E. Ljungerud

38

Non Executive Director

 

 

 

H. W. Bromley

42

Chief Financial Officer

 

 

 

X* - Chairman of Committee

T. M. Williams served as our President and Chief Executive Officer and Chairman from August 20, 2001 until June 16, 2011. Since June 16, 2011, Mr. Williams has served as the Executive Chairman.  Since 1984, Mr. Williams has served as a principal of T.M. Williams (ROW), Inc., a private consulting firm, and from 1993 until 2008, was Adjunct Professor, Faculty of Commerce and Business Administration at the University of British Columbia.  From 1988 to 1991, he was President and Chief Executive Officer of Distinctive Software, Inc. in Vancouver, BC, and, upon the acquisition of that company by Electronic Arts Inc., North America's largest developer of entertainment software, he became President and Chief Executive Officer of Electronic Arts (Canada) Inc., where he continued until 1993. Mr. Williams is a director of YM Biosciences, Inc. (a biotechnology company), and several other private corporations.

Mr. J. M. Williams served as Vice President, Business development and Marketing Director for the Company from September 2001 until June 16, 2011. Since June 16, 2011, Mr. Williams has served as the Chief Executive Officer. From January 2000 to September 2001, he was a Business Development representative at Blue Zone Inc. (a technology company). From September 1998 to May 1999 he was a Business Analyst with RBC Dominion Securities. Mr. J. M. Williams has a bachelor of Commerce degree from the University of Victoria and is currently completing an MBA degree from the University of Warwick. Mr. J. M. Williams is the son of Mr. T. M. Williams the Company's Executive Chairman.

Mr. C. M. Devereux served as Vice-President, Corporate Affairs for the Company from September 2001 until March 31, 2011. Since March 31, 2011, Mr. Devereux has continued in his role as a director on the board of directors. Mr. Devereux is currently the Chief Executive Officer of Greenscape Capital Inc., a publicly listed company specializing in providing strategic capital and business advisory services to companies in the environmental space. From May 2000 to September 2001, he was Vice-President, Corporate Affairs at Blue Zone Inc. (a technology company). From 1996 to 2000, he was President of Mill Reef Holdings, a consultancy company. From 1992 to 1997, he practiced corporate / commercial law in private practice. Mr. Devereux has a law degree from Osgoode Hall, Toronto, Canada.

Mr. G. Whitton is now retired. He was Chairman and CEO of International Verifact Inc. ("IVI") from 1987 to 2000 prior to its merger with INGENICO of France. IVI was a publicly traded Canadian company which was a major supplier of point of sale terminals and related equipment for the banking, retail, and health care industries in Canada and the USA. From 1979 to 1987 Mr.

 Page 50

Whitton was the owner, President and Chairman of Howarth & Smith Ltd., a large typography, printing and data management company which he sold in 1987.  From 1985 to 1987 he was also the President and CEO of Canadian Telecommunications Group which was purchased by British Telecom in 1987.  From 1973 to 1979 Mr. Whitton held senior operating positions with Canada Permanent Trust and CIBC.  From 1962 to 1973 he was with IBM Canada holding various positions in sales, marketing and data center operations.  Mr. Whitton has a Bachelor of Arts degree from the Scottish College of Commerce in 1960.

Ms F. Curtis has served as Compliance Officer and General Corporate Secretary for Counsel Limited, an Anguillian financial services corporation, since 2006.  Ms. Curtis has been working in the financial services industry since 1990.  She started at the brokerage firm, Burns Fry, in Toronto (now Nesbitt Burns, Bank of Montreal). She completed her Canadian Securities Course and became a licensed Securities Broker in 1992. She was educated in England, and attended the University of Toronto, Canada for her undergraduate degree. Ms. Curtis's MBA in Finance & International Affairs was granted by the Rotman School of Business, University of Toronto.

Ms. E. Ljungerud has served as Head of Maria Bingo within the Unibet Group and is responsible for white labels as well as Unibet's own bingo and casino sites, since May 2010. She has over ten years of experience from the media industry working as Marketing Director as well as Executive Vice President for Swedish companies, focusing mainly on print and online media. She has worked in the gaming industry since 2007 and has international experience from several different gaming brands. Ms E. Ljungerud holds a degree in Economics from Lund University, Sweden.

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

COMPOSITION OF OUR BOARD OF DIRECTORS

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

COMMITTEES OF OUR BOARD OF DIRECTORS

We currently have three committees of our Board of Directors.

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

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

 Page 51

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

BOARD OF DIRECTORS MEETINGS

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

CODE OF ETHICS

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

DIRECTOR COMPENSATION

The Non Executive Directors receive a cash compensation for their services as members of the Board of Directors based on a compensation per meeting. During the year ended December 31, 2011, the Non Executive Directors received compensation of $11,500 (Fiscal 2010 - $7,500). The Executive directors currently do not receive cash compensation for their services as members of the Board of Directors. In addition, both the Non Executive and the Executive Directors are reimbursed for expenses in connection with attendance at Board of Directors meetings and specific business meetings.  Directors are eligible to participate in our stock option plans. Option grants to directors are at the discretion of the Board of Directors acting upon the recommendation of the Compensation committee. 

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who own more than ten percent of a registered class of the Company's equity securities, to file with the Securities and Exchange Commission (the "SEC") initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

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

 Page 52

ITEM 11.  EXECUTIVE COMPENSATION

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

SUMMARY COMPENSATION TABLE

 

 

Annual Compensation

Long-term Compensation

 

Name and Principal Position

Year

Fees

Bonus

Other Annual

Compensation

Restricted Stock Awards

Securities Underlying Options /

All Other

Compensation

 

 

$

$

$

$

SARs  (#)

$

T.M. Williams -

2011

140,000

- 

- 

- 

-

- 

Executive

2010

58,333

- 

- 

- 

100,000

- 

Chairman (1) (2)

2009

-

- 

- 

- 

100,000

- 

J. M. Williams

2011

144,898

-

-

-

-

 

CEO (3)

2010

157,413

-

-

-

100,000

 

 

2009

122,622

-

-

-

100,000

 

C. M. Devereux

2011

41,997

-

-

-

-

100,260

(4)

2010

157,416

-

-

-

100,000

-

 

2009

122,622

-

-

-

100,000

-

H. W. Bromley

2011

109,455

-

-

-

-

100,260

(5)

2010

165,655

-

-

-

100,000

-

 

2009

122,622

-

-

-

100,000

-
 

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

(2)  During fiscal 2011, Mr. T. M. Williams resigned as Chief Executive Officer but continued to be the Executive Chairman

(3)  During fiscal 2011, Mr. J. M. Williams was elected as the Chief Executive Officer.

(4)  During fiscal 2011, Mr. C. M. Devereux ceased to be a Named Executive Officer was paid a severance pay.

(5)  During fiscal 2011, Mr. H. W. Bromley ceased to be full time Chief Financial Officer. He was paid a severance pay but will continue as the Chief Financial Officer in a consulting role.

OPTION GRANTS IN THE LAST FISCAL YEAR

During the fiscal year ended December 31, 2011, no stock options were granted. During the year ended December 31, 2011, no stock options were exercised by our executive officers and 75,000 stock options held by our executive officers expired unexercised.

STOCK OPTION PLANS

Our 1999 Stock Option Plan has a total of 1,895,000 shares of our common stock reserved for issuance upon exercises of options under the plan. As at December 31, 2011, there were nil options outstanding. Options to purchase 1,637,000 shares remained available for future grant under the 1999 Stock Option Plan.

Our 2001 Stock Option Plan has a total of 5,424,726 shares of our common stock reserved for issuance upon exercises of options under the plan. As at December 31, 2011, there were a total of 3,224,700 stock options with exercise prices ranging from $0.10 to $0.33 per share issued, of which 1,934,700 options have been exercised in total as at December 31, 2011. As at December 31, 2011, there were a total 1,290,000 options outstanding at exercise prices ranging from $0.17

 Page 53

to $0.33 per share. Options to purchase 2,200,026 shares remained available for future grant under the 2001 Stock Option Plan as at December 31, 2011.

During the year ended December 31, 2005, the Company's Board of Directors adopted the 2005 stock option plan. The plan was approved by the shareholders at the Annual general meeting held during the year ended December 31, 2005. The Company has reserved a total of 2,000,000 common shares for issuance under the 2005 stock option plan. As at December 31, 2011, there were a total of 1,061,250 stock options with exercise prices ranging from $0.15 to $0.60 per share issued, of which 6,250 options have been exercised in total as at December 31, 2011. As at December 31, 2011, there were a total of 1,055,000 stock options outstanding at an exercise price ranging between $0.15 and $0.33 per share. Options to purchase 938,750 shares remained available for future grant under the 2005 Stock Option Plan as at December 31, 2011.

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

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

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

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

Our Board determines the terms and provisions of each option granted under the Stock Option Plans, including the exercise price, vesting schedule, repurchase provisions, rights of first refusal and form of payment.  In the case of incentive options, the exercise price cannot be less than 100% (or 110%, in the case of incentive options granted to any grantee who owns stock representing more than 10% of the combined voting power of the Company or any of our parent or subsidiary corporations) of the fair market value of our common stock on the date the option is granted.  The exercise price of non-qualified stock options shall not be less than 85% of the fair market value of our common stock.  The exercise price of options intended to qualify as performance-based compensation for purposes of Code Section 162(m) shall not be less than

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100% of the fair market value of the stock.  The aggregate fair market value of the common stock with respect to any incentive stock options that are exercisable for the first time by an eligible employee in any calendar year may not exceed $100,000.

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

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

EMPLOYMENT ARRANGEMENTS

We entered into a management consulting agreement with T.M. Williams (Row), Inc., an Anguilla incorporated company and Mr. Williams dated August 20, 2001, (the "Williams Agreement"), amended February 28, 2002, in connection with the provision of services by Mr. Williams as President and Chief Executive Officer of the Company. During the year ended December 31, 2010, the agreement was amended to include a consultancy payment of US$11,666 per month payable in arrears for providing Mr. Williams services as Executive Chairman.

The term of the amended Williams Agreement is for a period of one year, unless terminated sooner by any of the parties under the terms and conditions contained in the amended Williams Agreement. If the amended Williams Agreement is not terminated by any of the parties, the term may be renewed for a further one year period at the option of T.M. Williams (Row), Ltd., on substantially the same terms and conditions, by giving three months notice in writing to the Company. The agreement was renewed for a further one year period on August 1, 2011. This contract is for the provision of services by Mr. Williams as Executive Chairman

During the year ended December 31, 2011, we entered into a management consulting agreement with Mr. H. W. Bromley for his services as the Chief Financial Officer.

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

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information known to us with respect to beneficial ownership of our common stock as of August 9, 2012, by:

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

-     each of our directors;

-     each of the Named Executive Officers; and

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

In general, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of such security, or the power to dispose or direct the disposition of such security. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options or debentures held by that person that are currently exercisable or convertible or exercisable or convertible within 60 days of August 9, 2012, are deemed outstanding.

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Percentage of beneficial ownership is based upon 63,877,703 shares of common stock outstanding at August 9, 2012. To our knowledge, except as set forth in the footnotes to this table and subject to applicable community property laws, each person named in the table has sole voting and investment power with respect to the shares set forth opposite such person's name. 


 

Name and Address of Beneficial Owner

Number of Shares Beneficially Owned

 

Percent of Class

T. M. Williams

South Hill Villa

The Valley, TV1 02P

Anguilla, B. W. I.

4,386,254

(1)

6.62%

 

 

 

 

J. M. Williams

203 Shakespeare Tower

The Barbican

London, EC2Y 8DR

United Kingdom

683,200

(2)

1.03%

 

 

 

 

C. M. Devereux

10 - 3036 West 4th Avenue

Vancouver, BC, V6K 1R4

Canada

579,500

(3)

0.88%

 

 

 

 

H. W. Bromley

3851 Edgemont Boulevard

North Vancouver BC, V7R 2P9

Canada

800,000

(4)

1.21%

 

 

 

 

All directors and Named Executive Officers as a group (4 persons)

6,333,954

 

9.74%

 

 

 

 

Bingo, Inc.

P.O. Box 727, Landsome Road

The Valley,

Anguilla, B.W.I.

18,896,831

(5)

29%

 

 

 

 

Unibet Group Plc.

Fawwara Buildings

Msira Road

Gzira

GZR1402

Malta

15,000,000

(6)

22.7%

 

 

 

 

Pendinas Ltd.

Ballacarrick, Pooilvaaish Road

Castletown, IM9 4PJ

Isle of Man

11,963,999

(7)

18%

(1) Includes 100,000 shares of common stock that may be issued upon the exercise of 100,000 stock purchase options with an exercise price of $0.33 per share, 100,000 shares of common stock that may be issued upon the exercise of 100,000 stock purchase options with an exercise price of $0.31 per share, 100,000 shares of common stock that may be issued upon the exercise of 100,000 stock purchase options with an exercise price of $0.17 per share and 100,000 shares of common stock that may be issued upon the exercise of 100,000 stock purchase options with an exercise price of $0.15 per share,. Also includes 3,986,563 shares held directly by Mr. T. M. Williams. Mr. T. M.

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Williams is the potential beneficiary of certain discretionary trusts that hold approximately 80% of the shares of a private holding company.  If 80% of the shares of common stock beneficially owned by the private holding company are included here, Mr. T. M. William's beneficial ownership increases by 15,117,465 shares, representing 28% of the Class.

(2) Includes 175,000 shares of common stock that may be issued upon the exercise of 175,000 stock purchase options with an exercise price of $0.27 per share, 100,000 shares of common stock that may be issued upon the exercise of 100,000 stock purchase options with an exercise price of $0.31 per share 100,000 shares of common stock that may be issued upon the exercise of 100,000 stock purchase options with an exercise price of $0.17 per share and 100,000 shares of common stock that may be issued upon the exercise of 100,000 stock purchase options with an exercise price of $0.15 per share.  Also includes 208,200 shares held directly by Mr. J. M. Williams. Mr. J. M. Williams is the potential beneficiary of certain discretionary trusts that hold approximately 80% of the shares of a private holding company.  If 80% of the shares of common stock beneficially owned by the private holding company are included here, Mr. J. M. William's beneficial ownership increases by 15,117,465 shares, representing 24% of the Class.

(3)  Includes 175,000 shares of common stock that may be issued upon the exercise of 175,000 stock purchase options with an exercise price of $0.27 per share, 100,000 shares of common stock that may be issued upon the exercise of 100,000 stock purchase options with an exercise price of $0.31 per share, 100,000 shares of common stock that may be issued upon the exercise of 100,000 stock purchase options with an exercise price of $0.17 per share and 100,000 shares of common stock that may be issued upon the exercise of 100,000 stock purchase options with an exercise price of $0.15 per share.  Also includes 104,500 shares held directly by Mr. C. M. Devereux.

(4) Includes 175,000 shares of common stock that may be issued upon the exercise of 175,000 stock purchase options with an exercise price of $0.33 per share,100,000 shares of common stock that may be issued upon the exercise of 100,000 stock purchase options with an exercise price of $0.31 per share, 100,000 shares of common stock that may be issued upon the exercise of 100,000 stock purchase options with an exercise price of $0.17 per share and 100,000 shares of common stock that may be issued upon the exercise of 100,000 stock purchase options with an exercise price of $0.15 per share.  Also includes 325,000 shares held directly by Mr. H. W. Bromley.

(5)  Includes 18,896,831 shares held directly by Bingo, Inc., a private holding company.

(6) Includes 15,000,000 shares held directly by Unibet Group Plc., which is listed on NASDAQ OMX Nordic Exchange in Stockholm.

(7)  Includes 11,963,999 shares held directly by Pendinas Ltd., a company wholly owned by Mr. G. R. Williams. 

(8) During the year ended December 31, 2012, Pendinas Ltd. acquired 4,287,000 shares from Mr. G. R. Williams. Mr. G. R. Williams is not related to Mr. T. M. Williams nor Mr. J. M. Williams.

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

The Company has a liability for $3,900 (2010 - $3,860) 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 $nil (2010 - $113), 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 $nil during the year ended December 31, 2011 (2010 - $66,920). As at December 31, 2011, the Company has a liability of $nil (2010 - $nil) to Bingo, Inc. During the year ended December 31, 2010, the Company acquired the remaining Domain Name Purchase payments for 6,000,000 common shares at a value of $0.15 per share for a total value of $900,000.

The Company has a liability of $4,002 (December 31, 2010 - $500), to independent directors of the Company for payment of services rendered.

The Company has a liability of $2,780 (December 31, 2010 - $93), to an officer of the Company for payment of services rendered and expenses incurred by the officer of the Company. 

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.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

During the year ended December 31, 2011, the Company incurred fees of $59,934 (2010 - $46,883) from the principal accountant during fiscal 2011 -  Davidson & Company LLP, $54,710 of these fees related to audit fees (2010 - $46,883).

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

PART IV

ITEMS 15.  EXHIBITS

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

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BINGO.COM, LTD.

 

By:       /s/ J. M. Williams

J. M. Williams

Chief Executive Officer

 

Date:    August 9, 2012

Pursuant to the requirements of the Securities Exchange Act of 1934, 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/ J. M. Williams                          Chief Executive Officer                 August 9, 2012

J. M. Williams                          

 

 

By:       /s/ H. W. Bromley                     Chief Financial Officer                      August 9, 2011

H. W. Bromley                         (Principal Financial and

Principal Accounting Officer)                            


 

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EXHIBIT 31.1

CERTIFICATIONS

I, J. M. Williams, certify that:

1.   I have reviewed this annual report on Form 10-K/A 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, 2011, 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/ J. M. Williams                                                                      Date : August 9, 2012

J. M. Williams,

Chief Executive Officer,

(Principal Executive Officer)

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EXHIBIT 31.2

CERTIFICATIONS

I, H. W. Bromley, certify that:

1.   I have reviewed this annual report on Form 10-K/A 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, 2011, 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/ H. W. Bromley                                                                   Date : August 9, 2012

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 Annual Report of Bingo.com, Ltd. (the "Company") on Form 10-K/A for the period ended December 31, 2011, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, J. 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/ J. M. Williams

                                                            J. M. Williams

                                                            Chief Executive Officer

                                                                        August 9, 2012

 

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 Annual Report of Bingo.com, Ltd. (the "Company") on Form 10-K/A for the period ended December 31, 2011, 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

                                                                        August 9, 2012

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.

 Page 63

EXHIBIT LIST

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)

10.33

Amended Consulting Agreement dated June 16, 2010, between the Company, T.M. Williams (Row), Ltd., and T.M. Williams. (f)

10.35

Consulting agreement dated April 1, 2011, between the Company and H. W. Bromley (g)

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 August 9, 2012.

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 August 9, 2012.

32.1

Certification from the Chief Executive Officer of Bingo.com, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated August 9, 2012.

32.2

Certification from the Chief Financial Officer of Bingo.com, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated August 9, 2012.

(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.

(f) Previously filed with the Company's report on Form 8-K on June 17, 2010.

(g) Filed with the Company's report on Form 10-Q on May 12, 2011.

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