** ****UNITED  STATES  SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549** 

**FORM  10-QSB**

(Mark  one)

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

**For the quarterly period ended****September 30, 2007**

 

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

 

Commission  File Number:  *333-120120-01*

   **     BINGO.COM, LTD. **

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

  

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

  

**National Bank of Anguilla Corporate Building, 1St Floor**

**St Mary's Road, TV1 02P**

**The  Valley, Anguilla, B.W.I**

(Address  of principal executive offices) 

  

**(264)  461-2646**

(Issuer's  telephone number)

  

| Check whether the issuer (1) filed all      reports required to be filed by Sections 13 or 15(d) of the Exchange Act      during the past 12 months (or for such shorter period that the      registrant was required to file such reports), and (2) has been subject      to such filing requirements for the past 90 days.                                                                                              Yes      [ X ]      No [  ] |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Indicate      by check mark whether the registrant is a shell company (as defined in      Rule 12b-2 of the Exchange Act).                                                                               Yes [     ]      No      [ X ]                                                                                                                                                                                                                                                                           |
| **APPLICABLE ONLY TO CORPORATE ISSUERS**   

 The          number of outstanding shares of the Issuer's common stock, no par          value per share, was 33,971,203 as of November 14, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Transitional      Small Business Disclosure Format (Check one):             Yes [     ]      No      [ X ]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |

  

  

**BINGO.COM, LTD.**

**QUARTERLY REPORT ON FORM 10-QSB**

**FOR THE PERIOD ENDED****SEPTEMBER 30, 2007**

  

**TABLE OF CONTENTS**

|                                                                                                                                         |                                                                | PAGE    |
|-----------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------|---------|
| PART I - FINANCIAL INFORMATION                                                                                                          | 2                                                              |
| ITEM 1.                                                                                                                                 | Financial Statements                                      |  2 |
| Consolidated Balance Sheets                                                                                                             | 2                                                              |
| Consolidated Statements of      Operations                                                                                              |  3                                                        |
| Consolidated Statements of Stockholders'      Equity                                                                                    |  4                                                        |
| Consolidated Statements of Cash Flows                                                                                                   | 5                                                              |
| Notes to the      Consolidated Financial Statements                                                                                     | 6                                                              |
| ITEM 2                                                                                                                                  | Management's Discussion and Analysis      or Plan of Operation | 11      |
| ITEM 3.                                                                                                                            | Controls and Procedures.                                       | 15      |
| PART II - OTHER      INFORMATION                                                                                                        | 17                                                             |
| ITEM 1.                                                                                                                                 | Legal Proceedings                                         | 17      |
| ITEM 2.                                                                                                                            | Unregistered Sales of Equity Securities and Use of Proceeds    | 17      |
| ITEM 3.                                                                                                                                 | Defaults Upon Senior Securities                           | 17      |
| ITEM 4.                                                                                                                                 | Submission of Matters to a Vote of      Security Holders       | 17      |
| ITEM 5.                                                                                                                                 | Other Information                                         | 17      |
| ITEM 6.                                                                                                                                 | Exhibits and reports on Form 8-K                               | 18      |
| SIGNATURES                                                                                                                              | 19                                                             |
| EXHIBITS                                                                                                                                | 20                                                             |
| CERTIFICATIONS                                                                                                                          | 20                                                             |
| Certification      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906      of the  Sarbanes-Oxley Act of 2002. | 22                                                             |

 

Page 1

 PART I - FINANCIAL INFORMATION

**BINGO.COM, LTD.**

Consolidated  Balance Sheet   

|                                                                                                                                                                                             |   | September        30, 2007 |   |   | December        31, 2006   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------|--------|--------|----------------------------|
|                                                                                                                                                                                             |   | (Unaudited)               |   |   | (Audited)                  |
| Assets                                                                                                                                                                                           |   |                      |   |   |                       |
| Current        assets:                                                                                                                                                                           |   |                      |   |   |                       |
|           Cash                                                                                                                                                                         | $      | 960,592                   |   | $      | 521,203                    |
|           Accounts receivable less allowance for doubtful

          accounts of $206,241 (December 31, 2006 - $206,241)                                                     |   | 127,164                   |   |   | 218,876                    |
|           Prepaid expenses                                                                                                                                                             |   | 128,064                   |   |   | 168,864                    |
| Total        Current Assets                                                                                                                                                                      |   | 1,215,820                 |   |   | 908,943                    |
|                                                                                                                                                                                             |   |                      |   |   |                       |
| Equipment,        net                                                                                                                                                                            |   | 143,771                   |   |   | 145,402                    |
|                                                                                                                                                                                             |   |                      |   |   |                       |
| Other        assets                                                                                                                                                                              |   | 50,965                    |   |   | 30,287                     |
|                                                                                                                                                                                             |   |                      |   |   |                       |
| Domain        name rights and intangible assets                                                                                                                                                  |   | 1,267,540                 |   |   | 1,274,955                  |
|                                                                                                                                                                                             |   |                      |   |   |                       |
| Deferred        tax asset, less valuation allowance of $1,118,343 (December 31, 2006 - $976,168)        (Note 5)                                                                                 |   | -                    |   |   | -                     |
|                                                                                                                                                                                             |   |                      |   |   |                       |
| Total        Assets                                                                                                                                                                              | $      | 2,678,096                 |   | $      | 2,359,587                  |
|                                                                                                                                                                                             |   |                      |   |   |                       |
| Liabilities        and Stockholders' Equity                                                                                                                                                      |   |                      |   |   |                       |
| Current        liabilities:                                                                                                                                                                      |   |                      |   |   |                       |
|           Accounts payable                                                                                                                                                             | $      | 216,761                   |   | $      | 359,806                    |
|           Accrued liabilities                                                                                                                                                          |   | 63,502                    |   |   | 56,936                     |
|           Accounts payable and accrued liabilities - related

          party (Note 6)                                                                                       |   | 80,410                    |   |   | 16,377                     |
|           Unearned revenue                                                                                                                                                             |   | 35,760                    |   |   | -                     |
| Total        Current Liabilities                                                                                                                                                                 |   | 396,433                   |   |   | 433,119                    |
|                                                                                                                                                                                             |   |                      |   |   |                       |
| Long-term        liabilities                                                                                                                                                                     |   |                      |   |   |                       |
|           Loan payable - related party (Note 6)                                                                                                                                        |   | -                         |   |   | 1,457                      |
|                                                                                                                                                                                             |   |                      |   |   |                       |
| Total        Liabilities                                                                                                                                                                         |   | 396,433                   |   |   | 434,576                    |
|                                                                                                                                                                                             |   |                      |   |   |                       |
| Commitments        (Note 4)                                                                                                                                                                      |   |                      |   |   |                       |
|                                                                                                                                                                                             |   |                      |   |   |                       |
| Stockholders'        equity (Note 3):                                                                                                                                                            |   |                      |   |   |                       |
|           Common stock, no par value, unlimited shares

          authorized, 33,971,203 shares issued and outstanding

          (December 31, 2006 - 27,640,553) |   | 13,195,910                |   |   |          

11,574,851 |
|           Accumulated deficit                                                                                                                                                          |   | (10,938,827)              |   |   | (9,674,420)                |
|           Accumulated other comprehensive loss:

            Foreign currency translation adjustment                                                               |   | 24,580                    |   |   | 24,580                     |
| Total        Stockholders' Equity                                                                                                                                                                |   | 2,281,663                 |   |   | 1,925,011                  |
|                                                                                                                                                                                             |   |                      |   |   |                       |
| Total        Liabilities and Stockholders' Equity                                                                                                                                                | $      | 2,678,096                 |   | $      | 2,359,587                  |
|                                                                                                                                                                                                  |        |                           |        |        |                            |  |

 Seeaccompanying notes to consolidated financial statements.

 Page    2

**BINGO.COM,LTD.**

Consolidated Statements of Operations

For the periods ended September 30, 2007 and 2006

(Unaudited)

 

|                                                                                                |   | Nine        Months ended September 30, 2007 |   | Nine        Months ended September 30, 2006 |   | Three        Months ended September 30, 2007 |   | Three        Months ended September 30, 2006 |
|-----------------------------------------------------------------------------------------------------|--------|---------------------------------------------|--------|---------------------------------------------|--------|----------------------------------------------|--------|----------------------------------------------|
|                                                                                                |   |                                        |   |                                        |   |                                         |   |                                         |
| Advertising        revenue                                                                          | $      | 53,061                                      | $      | 140,846                                     | $      | 34,761                                       | $      | 11,650                                       |
| Gaming        revenue                                                                               |   | 1,313,987                                   |   | 2,298,985                                   |   | 1,048,338                                    |   | 821,893                                      |
| Total        revenue                                                                                |   | 1,367,048                                   |   | 2,439,831                                   |   | 1,083,099                                    |   | 833,543                                      |
|                                                                                                |   |                                        |   |                                        |   |                                         |   |                                         |
| Cost        of producing revenue                                                                    |   | 687,026                                     |   | 805,652                                     |   | 484,521                                      |   | 292,799                                      |
|                                                                                                |   |                                        |   |                                        |   |                                         |   |                                         |
| Gross        profit                                                                                 |   | 680,022                                     |   | 1,634,179                                   |   | 598,578                                      |   | 540,744                                      |
|                                                                                                |   |                                        |   |                                        |   |                                         |   |                                         |
| Operating        expenses:                                                                          |   |                                        |   |                                        |   |                                         |   |                                         |
|           Depreciation and amortization                                                   |   | 45,004                                      |   | 43,949                                      |   | 16,413                                       |   | 18,225                                       |
|           General and administrative                                                      |   | 339,472                                     |   | 322,440                                     |   | 122,602                                      |   | 120,509                                      |
|           Salaries, wages, consultants

          and benefits                  |   | 607,729                                     |   | 519,703                                     |   | 237,867                                      |   | 174,330                                      |
|           Selling and marketing                                                           |   | 1,010,025                                   |   | 783,470                                     |   | 640,660                                      |   | 303,876                                      |
|           Stock-based compensation                                                        |   | 90,262                                      |   | 83,278                                      |   | 30,087                                       |   | 30,172                                       |
| Total        operating expenses                                                                     |   | 2,092,492                                   |   | 1,752,840                                   |   | 1,047,629                                    |   | 647,112                                      |
|                                                                                                |   |                                        |   |                                        |   |                                         |   |                                         |
| (Loss)        income before other income (expense) and income taxes                                 |   | (1,412,470)                                 |   | (118,661)                                   |   | (449,051)                                    |   | (106,368)                                    |
|                                                                                                |   |                                        |   |                                        |   |                                         |   |                                         |
| Other        income (expense):                                                                      |   |                                        |   |                                        |   |                                         |   |                                         |
|           Foreign exchange (losses) /

          gains                          |   | (9,153)                                     |   | (2,166)                                     |   | 6,541                                        |   | 14,086                                       |
|           Gain on resolution of debt                                                      |   | 41,092                                      |   | 125,877                                     |   | 4,197                                        |   | 32,698                                       |
|           Loss on disposal of equipment                                                   |   | -                                           |   | (3,504)                                     |   | -                                            |   | (18)                                         |
|           Interest income                                                                 |   | 16,980                                      |   | 13,599                                      |   | 6,233                                        |   | 5,667                                        |
|           Other income                                                                    |   | 9,144                                       |   | 7,746                                       |   | 2,552                                        |   | 2,684                                        |
|           Profit from sale of US players

          and related assets (Note 2) |   | 90,000                                      |   | -                                           |   | 30,000                                       |   | -                                            |
|                                                                                                |   |                                        |   |                                        |   |                                         |   |                                         |
| (Loss)        income before income taxes                                                            |   | (1,264,407)                                 |   | 22,891                                      |   | (399,528)                                    |   | (51,251)                                     |
|                                                                                                |   |                                        |   |                                        |   |                                         |   |                                         |
| Income        tax expense                                                                           |   | -                                           |   | -                                           |   | -                                            |   | -                                            |
|                                                                                                |   |                                        |   |                                        |   |                                         |   |                                         |
| Net        (loss) income                                                                            | $      | (1,264,407)                                 | $      | 22,891                                      | $      | (399,528)                                    | $      | (51,251)                                     |
|                                                                                                |   |                                        |   |                                        |   |                                         |   |                                         |
| Net        (loss) income per common share, basic and diluted                                        | $      | (0.04)                                      | $      | 0.00                                        | $      | (0.01)                                       | $      | (0.00)                                       |
|                                                                                                |   |                                        |   |                                        |   |                                         |   |                                         |
| Weighted        average common shares outstanding, basic                                            |   | 32,380,866                                  |   | 27,152,745                                  |   | 33,949,535                                   |   | 27,530,229                                   |
| Weighted        average common shares outstanding, diluted                                          |   | 32,380,866                                  |   | 31,600,529                                  |   | 33,949,535                                   |   | 27,530,229                                   |

 

See accompanying notesto consolidated financial statements.

Page    3

**BINGO.COM, LTD.**

Consolidated Statements of Stockholders'Equity

For  the period ended September 30, 2007  

(Unaudited)  

 

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

 

 

 

 

 

 
          Private placement 

6,000,000

1,500,000

-

-

1,500,000

 
 

 

 

 

 

 

 
          Exercise of stock options

330,650

22,308

-

-

22,308

 
 

 

 

 

 

 

 
          Stock-based compensation

-

90,262

-

-

90,262

 
 

 

 

 

 

 

 
          Issuance of consultant

          stock options

-

8,489

-

-

8,489

 
 

 

 

 

 

 

 
          Net loss

-

-

(1,264,407)

 

(1,264,407)

 
Balance,        September 30, 2007

33,971,203

$        13,195,910

$        (10,938,827)

$        24,580

$        2,281,663

 
   

See accompanying notesto consolidated financial statements.

 

Page    4

**BINGO.COM,LTD.**

Consolidated Statements of Cash Flows

NineMonths Ended September 30, 2007 and 2006

(Unaudited)

 

 

 

 

2007

 

2006

Cash        flows from operating activities:

 

 

 

 

 

          Net (loss) income

 

$

(1,264,407)

$

22,891

          Adjustments to reconcile net income to net cash

          used in operating activities:

 

 

 

 

 

             Depreciation and amortization

 

 

45,004

 

43,949

             Gain on resolution of debt

 

 

(41,092)

 

(125,877)

             Loss on disposal of equipment

 

 

-

 

3,504

             Stock-based compensation

 

 

90,262

 

83,278

             Issuance of consultant stock option

 

 

8,489

 

4,244

             Profit from the sale of US players and related assets

 

 

(90,000)

 

-

          Changes in operating assets and liabilities:

 

 

 

 

 

             Accounts receivable

 

 

91,712

 

(120,965)

             Prepaid expenses

 

 

40,800

 

(124,512)

             Inventory

 

 

-

 

(916)

             Other assets

 

 

(20,678)

 

(13,046)

             Accounts payable and accrued liabilities

 

 

(20,476)

 

7,084

             Unearned revenue

 

 

35,760

 

(86,745)

          Net cash used in operating activities

 

 

(1,124,626)

 

(307,111)

 

 

 

 

 

 

Cash        flows from investing activities:

 

 

 

 

 

          Acquisition of equipment

 

 

(46,948)

 

(121,161)

          Proceeds from sale of US players and related assets

 

 

90,000

 

-

          Proceeds on disposal of equipment

 

 

112

 

-

          Net cash provided by (used in) investing activities

 

 

43,164

 

(121,161)

 

 

 

 

 

 

Cash        flows from financing activities:

 

 

 

 

 

          Exercise of stock options

 

 

22,308

 

147,446

          Private placement

 

 

1,500,000

 

-

          Repayment of loans and notes payable

 

 

(1,457)

 

(9,403)

          Net cash provided by financing activities

 

 

1,520,851

 

138,043

 

 

 

 

 

 

Change        in cash

 

 

439,389

 

(290,229)

 

 

 

 

 

 

Cash,        beginning of period

 

 

521,203

 

1,071,088

Cash,        end of period

 

$

960,592

$

780,859

 

 

 

 

 

 

Supplementary        information:

 

 

 

 

 

          Interest paid

 

$

         - 

$

         - 

          Income taxes paid

 

$

-      
$

         - 

 

 

 

 

 

 

Non-cash        transactions:

 

 

 

 

 

          Acquisition of equipment in exchange for settlement of debt

 

$

10,878

$

-

 

Seeaccompanying notes to consolidated financial statements.

 

Page    5

**BINGO.COM, LTD.**

Notes to ConsolidatedFinancial Statements

Three and Nine months ended September 30, 2007 and 2006

(Unaudited)

   
**1.       Basis of Presentation:**
Theaccompanying unaudited financial statements have been prepared by the Company inconformity with accounting principles generally accepted in the United States ofAmerica applicable to interim financial information and with the rules andregulations of the United States Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normallyincluded in financial statements prepared in accordance with generally acceptedaccounting principles have been condensed, or omitted, pursuant to such rulesand regulations.  In the opinion of management, the unaudited interim financialstatements include all adjustments necessary for the fair presentation of theresults of the interim periods presented.  Alladjustments are of a normal recurring nature, except as otherwise noted below. These financial statements should be read in conjunction with Bingo.com,Ltd.'s (the "Company") audited consolidated financial statements and notesthereto for the year ended December 31, 2006, included in the Company's AnnualReport on Form 10-KSB, filed April 2, 2007, with the Securities and ExchangeCommission.  The results ofoperations for the interim periods are not necessarily indicative of the resultsof operations for any other interim period or for a full fiscal year.

Certaincomparative figures have been reclassified to conform to the presentationadopted in the current period.

**2.  Sale of US players and related assets**

EffectiveOctober 12, 2006, in response to the United States Unlawful Internet GamblingEnforcement Act, the Company sold its United States players and related assetsfor $1,200,050, payable by the arms-length purchaser at a variable rate over thecoming months. The Company will recognize the profit from the sale of theseassets as and when payment is received. During the fourth quarter ended December31, 2006, the Company collected $180,000 in payment for these assets, with afurther collection of $40,000 for the quarter ended March 31, 2007, $20,000 forthe quarter ended June 30, 2007, and $30,000 for the quarter ended September 30,2007.

 

 

Amount

Sale      of US players and related assets

$

1,200,050

 

 

 

Payments received, fourth quarter fiscal 2006

 

(180,000)

 

 

 

Balance      December 31, 2006

 

1,020,050

 

 

 

Payments received during the period

 

(90,000)

 

 

 

Balance      remaining September 30, 2007

$

930,050

**3.      Stockholder's Equity:**

Duringthe quarter ended March 31, 2007, Bingo.com, Ltd. completed a private placementoffering of 6 million units at $0.25 per unit. Total proceeds of the offering are $1.5 million. Each unit consists of one common share and one half common share purchasewarrant.

Eachwhole warrant is exercisable into one additional common share of the Company fora period of two years at an exercise price of $0.35 per share.  The warrants are non-transferable.

Page    6

**BINGO.COM, LTD.**

Notes to ConsolidatedFinancial Statements

Three and Nine months ended September 30, 2007 and 2006

(Unaudited)

   

**3.Stockholder's Equity: (Continued)**

Duringthe quarter ended March 31, 2007, the holders of stock options exercised theiroptions for 109,150 shares for $9,857 at exercise prices ranging from $0.05 to$0.10 per share.

Duringthe quarter ended March 31, 2007, the Company granted 865,000 stock options atexercise prices ranging from $0.27 to $0.33 per share. 

During the quarter ended June30, 2007, the holders of stock options exercised their options for 221,500shares for $12,450 at exercise prices ranging from $0.05 to $0.10 per share.194,000 of these stock options were due to expire in July 2007. These shareswere issued in the quarter ended September 30, 2007.

Subsequentto the quarter ended September 30, 2007, the Company granted 85,000 stockoptions at exercise prices of $0.30, to employees of the Company. 

Effective January 1, 2006, the Companyadopted SFAS No. 123(R), "Share-Based Payment" ("SFAS123(R)") and related interpretations which superseded APB No. 25. SFAS123(R) requires that all stock-based compensation be recognized as an expense inthe financial statements and that such cost be measured at the fair value of theaward. This statement was adopted using the modified prospective method, whichrequires the Company to recognize compensation expense on a prospective basis.Therefore, prior period financial statements have not been restated. Under thismethod,in addition to reflecting compensation expense for new share-based awards,expense is also recognized to reflect the remaining service period of awardsthat had been included in pro-forma disclosures in prior periods. Had expensebeen recognized using the fair value method described in SFAS 123 (R), using theBlack-Scholes option-pricing model, we would have reported the following resultsof operations:

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

 

 

Three      Months ended September 30, 2007

 

Three      Months ended September 30, 2006

Expected      dividend yield

 

- 

 

- 

Expected      stock price volatility

 

90 - 91%

 

148      - 174%

Weighted      average volatility

 

91%

 

155%

Risk-free      interest rate

 

4.45      - 4.52%

 

0.98      - 3.19%

Expected      life of options

 

2.5      - 5 years

 

2.5      - 3.56 years

Block      discount applied

 

40%

 

40%

Theblock discount applied is due to the illiquidity of shares.

**4.     Commitments:**

The Company, either directly orthrough its subsidiaries, leases office facilities in Vancouver, BritishColumbia, Canada, The Valley, Anguilla, British West Indies and London, UnitedKingdom. These office facilities are leased under operating lease agreements.The Canadian operating lease agreement expires on September 30, 2010.  The Anguillian operating lease expires on September 30, 2008. The UnitedKingdom lease, is leased from a companyowned by a current director and officer of the Company. This lease does not have an expiry date but has a 30 day notice period.

Page    7

**BINGO.COM, LTD.**

Notes to ConsolidatedFinancial Statements

Three and Nine months ended September 30, 2007 and 2006

(Unaudited)

   

**4.     Commitments: (Continued)**

Minimum lease payments underthese operating leases are approximately as follows:

 

 

 

2007

$

27,103

2008

 

108,414

2009

 

107,664

2010

 

88,275

 

 

 

The Company paid rent expensetotaling $23,979 for the quarter ended September 30, 2007 (September 30, 2006 -$16,146). 

**5.   Income Taxes**

The computed benefit / expensediffered from the amounts computed by applying the United States of Americafederal income tax rate of 34 percent and various other rates for otherjurisdictions to the pretax income / losses from operations as a result of thefollowing:

 

 

September      30, 2007

Computed      "expected" tax expense

$

429,898

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

 

(121,079)

Other

 

(4,244)

Change      in exchange rates

 

(162,400)

Change      in valuation allowance

 

142,175

 

$

-

The tax effects of temporarydifferences that give rise to significant portions of the deferred tax assetsand deferred tax liabilities at September 30, 2007, and December 31, 2006, arepresented below:

 

 

September      30, 2007

 

December      31, 2006

Deferred      tax assets:

 

 

 

 

        Net operating loss carry forwards

$

1,118,343

$

976,168

 

 

 

 

 

        Valuation Allowance

 

1,118,343

 

(976,168)

 

$

- 

$

- 

In assessingthe realizability of deferred tax assets, management considers whether it ismore likely than not that some portion or all of the deferred tax assets willnot be realized. The ultimate realization of deferred tax assets is dependentupon the generation of future taxable income during the periods in which thosedifferences become deductible. 

Managementconsiders the scheduled reversal of deferred tax liabilities, projected futuretaxable income, and tax planning strategies in assessing the realizability ofdeferred tax assets.  In order tofully realize the deferred tax asset attributable to net operating losscarryforwards, the Company will need to generate future taxable income ofapproximately $2,200,000 in Canada prior to the expiration of the net operatingloss carryforwards. These net operating loss carryforwards begin expiring in2007 in Canada.

Page    8

**BINGO.COM, LTD.**

Notes to ConsolidatedFinancial Statements

Three and Nine months ended September 30, 2007 and 2006

(Unaudited)

   

**6.   Related Party Transactions******

TheCompany has a liability of $11,514 (December 31, 2006 - $2,163), to a companyowned by a current director and officer of the Company for payment of servicesrendered and expenses incurred by the current director and officer of theCompany.

Paymentsmade to Bingo, Inc. in relation to the domain name purchase payment totaled$43,324 during the quarter ended September 30, 2007 (Quarter ended September 30,2006 - $33,342).

During thequarter ended September 30, 2007, the Company supplied administration servicesof $54 (September 30, 2006 - $2,684) to a company whose director is acurrent director and officer of the Company. In addition, the Company incurredadministrative expenses in connection with this related company and as atSeptember 30, 2007, there was a receivable balance of $12,768 (December 31, 2006- $12,808).

**7.       Segmentedinformation:**

TheCompany operates in one reportable business segment, the business of providinggames and entertainment based on the game of bingo through its internet portal, bingo.com,supported mainly by receiving deposits for the games for money and sellingadvertising on the website.  Thegaming revenue for the quarter ended September 30, 2007, and the year endedDecember 31, 2006, has been derived primarily from receiving deposits for thegames for money.

**8.           Concentrations**

           Major customers

For the period ended September 30, 2007, there were no sales tocustomers, which were in excess of 10% of total sales.

           Equipment

The Company's equipment is located as follows:****

 

 

 

September      30,

2007

 

December      31, 2006

 

 

 

 

 

Canada

$

86,418

$

68,932

Curacao,      Netherlands Antilles

 

57,353

 

76,470

 

$

143,771

$

145,402

**9.      Concentrations of Credit Risk:**

Financialinstruments that potentially subject the Company to concentrations of creditrisk consist primarily of cash and accounts receivable.  The Company places its cash with internationally recognized financialinstitutions and limits the amount of credit exposure with any one institution.

Page    9

**BINGO.COM, LTD.**

Notes to ConsolidatedFinancial Statements

Three and Nine months ended September 30, 2007 and 2006

(Unaudited)

   

**9.      Concentrations of Credit Risk: (Continued)**

TheCompany currently maintains a substantial portion of its day-to-day operatingcash balances at various financial institutions. The Company had cash balances of $960,952 (December 31, 2006 - $521,203)as of September 30, 2007. 

Asof September 30, 2007, the Company had balances of $283,742 and $55,019(December 31, 2006 - $139,774 and nil), in excess of the applicable insuredlimits.

TheCompany has concentrations of credit risk with respect to accounts receivable,as large amounts of its accounts receivable are concentrated geographically inCanada, Curacao, Netherlands Antilles, Ireland, Israel, and the United Kingdomamongst a small number of customers.

Asof September 30, 2007, three customers totaling $76,709, $26,439 and $12,768,who accounted for total accounts receivable greater than 10%. As of December 31,2006, three customers, totaling $49,206, $39,576 and $34,804 who accounted forgreater than 10% of the total accounts receivable.   

TheCompany controls credit risk through monitoring procedures and receivingprepayments of cash for services rendered. The Company performs credit evaluations of its customers but generallydoes not require collateral to support accounts receivable. 

Page    10

**BINGO.COM, LTD.**

** ITEM2.            Management's Discussion and Analysis or Plan of    Operation**** **

Thefollowing Management's Discussion and Analysis or Plan of Operation containsforward-looking statements that involve risks and uncertainties, as describedbelow.  Bingo.com, Ltd.'s (the"Company", "we", or "us") actual results could differ materiallyfrom those anticipated in these forward-looking statements. The following discussion should be read in conjunction with the unauditedinterim consolidated financial statements and notes thereto included in Part I -Item 1 of this Quarterly Report, and the audited consolidated financialstatements and notes thereto and the Management Discussion and Analysis or planof Operations included in our Annual Report on Form 10-KSB for the fiscal yearended December 31, 2006.

**FORWARDLOOKING STATEMENTS**

**All statements contained in thisQuarterly Report on Form 10-QSB and the documents incorporated herein byreference, as well as statements made in press releases and oral statements thatmay be made by us or by officers, directors or employees acting on our behalf,that are not statements of historical fact constitute "forward-lookingstatements" within the meaning of the Private Securities Litigation ReformAct of 1995.  Such forward-lookingstatements involve known and unknown risks, uncertainties and other factors thatcould cause our actual results to be materially different from historicalresults or from any future results expressed or implied by such forward-lookingstatements. Readers should consider statements that include the terms"believe," "belief," "expect," "plan,""anticipate," "intend" or the like to be uncertain andforward-looking. In addition, all statements, trends, analyses and otherinformation contained in this report relative to trends in net sales, grossmargin, anticipated expense levels and liquidity and capital resources,constitute forward-looking statements. Particular attention should be paid tothe facts of our limited operating history, the unpredictability of our futurerevenues, our need for and the availability of capital resources, the evolvingnature of our business model, and the risks associated with systems development,management of growth and business expansion. Except as required by law, we undertake no obligation to update anyforward-looking statement, whether as a result of new information, future eventsor otherwise. All cautionary statements made herein should be read as beingapplicable to all forward-looking statements wherever they appear.  Readers should consider the risks more fully described in ourAnnual Report on Form 10-KSB for the year ended December 31, 2006, filed withthe Securities and Exchange Commission (the "SEC") and should not placeundue reliance on any forward-looking statements.**

Page    11

**OVERVIEW**

Weare in the business of developing and operating a bingo based web portaldesigned to provide a variety of internet based games played by individuals plusother forms of entertainment, including an online community, chat rooms,contests, sweepstakes, tournaments, and more. Using our bingo.com domain nameand incorporating a variety of games and content to attract and retain a largenumber of subscribers, we have built one of the leading bingo-based portals onthe Internet. Our website has attracted millions of visitors of which over1,800,000 have gone through a detailed sign-up process and become registeredusers. The levels of Internet traffic have a direct impact on our revenues as,generally, the greater the Internet traffic, the greater the amount of gaming oradvertising revenue received.

Wegenerate revenue from players depositing funds into their account on our websiteand then playing games for money. An additional source of revenue comes fromselling advertising on our portal to other companies who wish to advertise theirproducts to our user demographic. We obtained a gaming license and commencedgaming operations from Curacao, Netherlands Antilles in May 2005.

Ourwebsite provides players the ability to purchase bingo cards online for cash,with the winner of each bingo game winning a percentage of the total cardspurchased for that particular bingo game. In addition, we provide entertainmentcontent to our players in the form of either free-to-play, or pay-to playmultiplayer theme bingo games, such as Astrology Bingo, Cupid Bingo, and thelike, as well as online video poker, sweepstakes and slot machines. We alsooffer our players other forms of entertainment such as chat rooms and memberprofiles.

Weintend to continue to build on the success of the existing business by offeringa greater depth and variety of content that we expect will hold existingsubscribers as well as attract new subscribers and allow us to generate morerevenue.

Wehave made a significant investment in the development of our website, purchaseof domain name, branding, marketing, and maintaining operations. As a result we have incurred significant losses since inception, and asof September 30, 2007, had an accumulated deficit of $10,938,827.

OnSeptember 30, 2006, the United States Senate passed the Unlawful InternetGambling Enforcement Act 2006 ("UIGEA"), which was signed into law byPresident Bush, on October 13, 2006. The legislation aimed to prohibit thefunding of illegal online gambling to United States citizens and residents.Effective October 12, 2006, in response to the UIGEA we sold our United Statesplayer database and related assets to an unrelated company. The assetdisposition includes the registered online gaming players, the gaming servers,and the complete database of real money players. The asset disposition price is$1,200,050 payable at a variable rate over the coming months.

Welaunched the United Kingdom focused website during the second quarter of 2007.

**CRITICAL ACCOUNTING POLICIES**

Ourdiscussion and analysis of our financial condition and results of operations arebased upon our financial statements, which except for lack of all detailed notedisclosures, have been prepared in conformity with accounting principlesgenerally accepted in the United States. The preparation of these financialstatements requires us to make estimates and judgments that affect the reportedamounts of assets, liabilities, revenues and expenses, and related disclosure ofcontingent assets and liabilities. On an on-going basis, we evaluate theseestimates, including those related to impairment or disposal of long-livedassets, contingencies and litigation. We base our estimates on historicalexperience and on various other assumptions that are believed to be reasonableunder the circumstances, the results of which form the basis for makingjudgments about the carrying values of assets and liabilities that are notreadily apparent from other sources. Actual results may differ from theseestimates under different assumptions or conditions.

Page    12

We consider the following accounting policies to be both those mostimportant to the portrayal of our financial condition and require the mostsubjective judgment:

- Revenue recognition; 

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

Revenuerecognition:

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

Advertisingrevenues have been recognized as the advertising campaign or impressions andclicks are made on the website and when collection of the amounts are reasonablyassured. Cash received in advance of the advertising campaigns or impressionsand clicks are recorded under unearned revenue.

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

The Company accounts for long-lived assets in accordance with theprovisions of SFAS No. 144 "Accounting for the Impairment or Disposal ofLong-Lived Assets" and SFAS No. 142 "Accounting for Goodwill and OtherIntangible Assets". As of September 30, 2007, the only long-lived assetsreported on the Company's consolidated balance sheet are equipment, intangibleassets and domain name rights.  Theseprovisions require that long-lived assets and certain identifiable recordedintangibles be reviewed for impairment whenever events or changes incircumstances indicate that the carrying amount of an asset may not berecoverable.  Recoverability ofassets to be held and used is measured by a comparison of the carrying amount ofan asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to berecognized is measured by the amount by which the carrying amount of the assetsexceed the fair value of the assets.  Assetsto be disposed of are reported at the lower of the carrying amount and the fairvalue less costs to sell.

**RESULTSOF OPERATIONS**

           **Revenue**

Totalrevenue increased to $1,083,099 for the quarter ended September 30, 2007, anincrease of 30% from revenue of $833,543 for the same period in the prior yearand an increase from revenue of $277,650 in the second quarter of 2007.Effective October 12, 2006, in response to the United States Unlawful InternetGambling Enforcement Act of 2006 we sold our US players and related assets to anunrelated company. During the second quarter of 2007, we launched a UnitedKingdom website. During the quarter ended September 30, 2007 we had GamingRevenue of $1,048,338, compared to Gaming Revenue of $821,893 in the thirdquarter of 2006 and $265,650 in the second quarter of 2007 for this reason. We earned advertising revenue of $34,761 in the quarter ended September30, 2007, an increase from advertising revenue of $11,650 in the third quarterof 2006 and an increase from advertising revenue of $12,000 in the secondquarter of 2007. ****

**Cost of revenue**

Werecorded cost of revenue of $484,521 during the quarter ended September 30,2007, an increase of 65% compared to costs of $292,799 for the same period inthe prior year and an increase over costs of $172,176 in the second quarter of2007.  The gross margin of 55%decreased for the quarter ended September 30, 2007, compared to 65% gross marginin the third quarter of 2006 and increased compared to 38% gross margin in thesecond quarter of 2007. Cost of revenue consists of bonuses granted on depositsmade by players, the cost of hosting the website, payment processing fees inrelation to deposits from and withdrawals to our players, software license fees,and the domain name purchase payments. The increase in cost of revenue, comparedto the third quarter of 2006 and the second quarter of 2007, is due to thelaunch of the UK website and the many bonuses granted to players to encouragethem to play on our website (e.g. The deposit bonus). The awarding of depositbonuses is required both to be competitive with other bingo-oriented websitesand to build a large customer base as quickly as possible.

Page    13

           **Salesand marketing expenses**

Salesand marketing expenses increased to $640,660 for the quarter ended September 30,2007, an increase over expenses of $303,876 in the third quarter of 2006 and anincrease over expenses of $308,240 in the second quarter of 2007. Sales andmarketing expenses principally include costs for signup bonuses, marketing,prizes for our players and other bonuses and incentives offered to gamingplayers. This increase in sales and marketing expenses for the quarter endedSeptember 30, 2007, compared to the third quarter of 2006, is due to thelaunching of the United Kingdom website and offering greater bonuses to playersto attract more play and increase in promotions and advertising, especiallytelevision advertising, to launch the website in the United Kingdom.

We expect to continue to incur sales and marketingexpenses to increase traffic, especially with the launch of our website in theUnited Kingdom and deposits to our web portal. These costs will include bonusesand incentives, commissions, salaries, advertising, and other promotionalexpenses intended to increase our subscriber base and improve gaming revenue.There can be no assurances that these expenditures will result in increasedtraffic or significant additional revenue.

           **General and administrativeexpenses**

Generaland administrative expenses consist primarily of premises costs for our office,legal and professional fees, and other general corporate and office expenses. General and administrative expenses increased to $122,602 for the thirdquarter of 2007, an increase of 2% from costs of $120,509 for the same periodlast year and an increase of 3% from costs of $119,530 in the second quarter of2007. The increase in general and administrative expenses compared to the thirdquarter of 2006, is due to legal advice for the filing of the SB2. The increasecompared to the second quarter of 2007, is due to the launch of the UnitedKingdom website during the quarter ended June 30, 2007, and the establishment ofthe United Kingdom office.

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

**Salaries, wages, consultants and benefits**

Salaries,wages, consultants and benefits increased to $237,867 for the quarter endedSeptember 30, 2007, an increase of 36% compared to salaries, wages, consultantsand benefits of $174,330 in the third quarter of 2006 and an increase of 18%over salaries, wages, consultants and benefits of $200,944 in the second quarterof 2007. This increase compared to the third quarter of 2006 and the secondquarter of 2007, is due to the recruitment of additional staff in order to runthe expanded business and regular increases in the rates of pay.

**Depreciation and amortization**

Depreciation and amortization includes depreciationon our equipment and amortization of the intangible asset relating to the emaillist.  Equipment is depreciatedusing the declining balance method over the useful lives of the assets, rangingfrom three to five years. Depreciation and amortization decreased to $16,413during the quarter ended September 30, 2007, a decrease of 10% over costs of$18,225 during the same quarter in the prior year and an increase of 12% fromcosts of $14,673 in the second quarter of 2007.  The decrease in depreciation and amortization can be explained due to theaging of assets compared to the third quarter of the prior year. The increasecompared to the second quarter of 2007, is due to the acquisition of equipment,especially computers and servers, to enable us to run the expanded business .

Page    14

**Stockbased Compensation**

Duringthe year ended December 31, 2006, the Company adopted SFAS No. 123R (revised2004) Share-Based Payments, which requires us to expense stock options granted.Stock based compensation decreased to $30,087 during the quarter ended September30, 2007, a decrease over stock based compensation of $30,172 during the samequarter in the prior year and stock based compensation of $30,087 in the secondquarter of 2007.

**Profit on sale of US Gamingplayers**

EffectiveOctober 12, 2006, in response to the United States Unlawful Internet GamblingEnforcement Act, we sold our United States players and related assets for$1,200,050, to an arms-length third party, payable by the purchaser at a variablerate over the coming months. We recognize the profit from the sale of theseassets as and when payment is received. During the quarter ended September 30,2007, we collected an additional $30,000 of the $1,200,050 due, compared topayments received of $20,000 in the second quarter of 2007.

           **Net (loss) income and (loss)income per share**

Netloss for the three months ended September 30, 2007, amounted to $399,528, a lossof $0.01 per share, compared to a loss of $51,251 or $0.00 per share for thesame period in 2006 and compared to a net loss of $535,912 or $0.02 per share inthe second quarter of 2007. This increase in net loss compared to the thirdquarter of 2006, is due to the increase in marketing spend, especially bonusesgranted to new players, as an inducement to play on our website. The decrease innet loss compared to the second quarter of 2007, is due to the increase inrevenue as a result of launching the UK website during the quarter ended June30, 2007.

**LIQUIDITYAND CAPITAL RESOURCES**

Wehad cash of $960,592 and working capital of $819,387 at September 30, 2007. This compares to cash of $521,203 and working capital of $475,824 atDecember 31, 2006.

Duringthe quarter ended September 30, 2007, we used cash of ($303,167) from operatingactivities compared to using cash of ($80,323) in the same period in the prioryear. 

Ourfuture capital requirements will depend on a number of factors, including costsassociated with development of our Web portal, the success and acceptance ofgaming operations and the possible acquisition of complementary businesses,products and technologies.

Duringthe quarter ended March 31, 2007, we completed a private placement offering of 6million units at $0.25 per unit.  Totalproceeds of the offering are $1.5 million. Each unit consists of one common share and one half common share purchasewarrant.  Each whole warrant isexercisable into one additional common share for a period of two years at anexercise price of $0.35 per share.  Thewarrants are non-transferable.****

**ITEM3.           Controls and Procedures.**

**(a)                   Evaluation of disclosure controls and procedures.**

As required by Rule 13a-15 under the Securities Exchange Act of 1934, asamended (the "Exchange Act"), the Company carried out an evaluationunder the supervision and with the participation of the Company's management,including the President and Chief Executive Officer and the Chief FinancialOfficer, of the effectiveness of the Company's disclosure controls andprocedures as of September 30, 2007. In designing and evaluating the Company'sdisclosure controls and procedures, the Company and its management recognizethat there are inherent limitations to the effectiveness of any system of 

Page    15

disclosure controls and procedures, including the possibility of human error andthe circumvention or overriding of the controls and procedures. Accordingly,even effective disclosure controls and procedures can only provide reasonableassurance of achieving their desired control objectives. Additionally, inevaluating and implementing possible controls and procedures, the Company'smanagement was required to apply its reasonable judgment. Furthermore, in thecourse of this evaluation, management considered certain internal control areas,in which we have made and are continuing to make changes to improve and enhancecontrols. Based upon the required evaluation, the Chief Executive Officer andthe Chief Financial Officer concluded that as of September 30, 2007, theCompany's disclosure controls and procedures were effective (at the"reasonable assurance" level mentioned above) to ensure thatinformation required to be disclosed by the Company in the reports it files orsubmits under the Exchange Act is recorded, processed, summarized and reportedwithin the time periods specified in the Securities and Exchange Commission'srules and forms.

From time-to-time, the Company and its management have conducted and willcontinue to conduct further reviews and, from time to time put in placeadditional documentation, of the Company's disclosure controls and procedures,as well as its internal control over financial reporting. The Company may fromtime-to-time make changes aimed at enhancing their effectiveness, as well aschanges aimed at ensuring that the Company's systems evolve with, and meet theneeds of, the Company's business. These changes may include changes necessary ordesirable to address recommendations of the Company's management, its counseland/or its independent auditors, including any recommendations of itsindependent auditors arising out of their audits and reviews of the Company'sfinancial statements. These changes may include changes to the Company's ownsystems, as well as to the systems of businesses that the Company has acquiredor that the Company may acquire in the future and will, if made, be intended toenhance the effectiveness of the Company's controls and procedures. The Companyis also continually striving to improve its management and operationalefficiency and the Company expects that its efforts in that regard will fromtime-to-time directly or indirectly affect the Company's disclosure controls andprocedures, as well as the Company's internal control over financial reporting.

**(b)                   Changes in internal controls.**

Therewere no significant changes in the Company's internal controls or otherfactors that could significantly affect the Company's internal controlssubsequent to the date of their evaluation.

Page    16

**PART II – OTHER INFORMATION**

**ITEM 1.           LegalProceedings**

OnFebruary 18, 2005, Campney & Murphy, a Partnership, who acted for theCompany, as legal counsel, prior to their dissolution on or about August 31,2003, filed a suit in the Supreme Court of British Columbia against theCompany. The suit is related to non-payment of invoices of CAD$57,556.02, plusinterest, for services rendered prior to August 17, 2001.

We have taken theposition that the amount claimed constitutes an amount significantly in excessof the value of the work performed. We have additionally taken the positionthat Campney & Murphy negligently breached its duty to the Company byfailing to advise the Company as to certain corporate filings required underBritish Columbia law, with the result that the Company was put to unnecessaryexpense and damages. The Company is therefore seeking a set-off of some or allof the amount of the invoices on these bases. We are currently in negotiationswith Campney & Murphy with a view to settling the litigation. There is,however, no guarantee that the settlement negotiation will be successful and,if not, we will defend the action in the Supreme Court of British Columbia.

We are not currently aparty to any legal proceeding, other than the case listed above, and were not aparty to any other legal proceeding during the quarter ended September 30, 2007.Other than the case listed above we are currently not aware of any other legalproceedings proposed to be initiated against the Company. However, from time totime, we may become subject to claims and litigation generally associated withany business venture.

**ITEM 2.           UnregisteredSales of Equity Securities and Use of Proceeds**

There were no unregistered    sales of equity securities during the quarter ended September 30, 2007.

Duringthe quarter ended March 31, 2007, we completed a private placement offering of 6million units at $0.25 per unit.  Totalproceeds of the offering are $1.5 million. Each unit consists of one common share and one half common share purchasewarrant.  Each whole warrant isexercisable into one additional common share for a period of two years at anexercise price of $0.35 per share.  Thewarrants are non-transferable. The funds will be used to fund our expansion intonew territories, especially the United Kingdom. The Company filed an SB2/A on September 18, 2007. This was approved by the Securities Exchange Commissionand the shares registered on September 24, 2007. ****

**ITEM 3.           DefaultsUpon Senior Securities**

Not applicable.

**ITEM 4.           Submissionof Matters to a Vote of Security Holders**

During the quarter ended September 30, 2007, we held our Annual Meetingof Stockholders for the purposes of electing our directors and to ratify theappointment of Dohan and Company, CPA's, P.A., as our independent auditors forthe 2007 fiscal year The Company issued a schedule 14A proxy statement to theshareholders on June 12, 2007.

All nominees for directors were elected and theappointment of auditors was ratified. The voting on each matter is set forthbelow:

Election of the Directorsof the Company.

Nominee                     For                  Against            Abstain

T.M. Williams              29,780,875        50                    22,005

J.M. Williams               29,615,275        450                  187,205

C.M. Devereux            29,703,875         300                  98,755

Page    17

Proposal to ratify the appointment of Dohan andCompany, CPA.'s, P.A., as our independent auditors for the 2007 fiscal year.

For                        Against                       Abstain****

29,792,252                    8,781                           1,898

**ITEM 5.           OtherInformation**

               **NewAgreements**

TheCompany did not enter any new reportable agreements during the quarter endedSeptember 30, 2007.

Page    17

Page    18

**ITEM 6.          Exhibitsand reports on Form 8-K**

Exhibits

Thefollowing instruments are included as exhibits to this Report.  Exhibitsincorporated by reference are so indicated.

Exhibit Number

Description

4.4

Convertible  Debenture between the Company and unrelated parties dated July 2, 2002. (b)

4.5

Common  Stock Purchase Warrant between the Company and unrelated parties dated July  2, 2002. (b)

10.2

Asset  Purchase Agreement by and between Bingo, Inc. and Progressive Lumber, Corp.  dated January 18, 1999. (a)

10.24

Amended  Consulting Agreement dated February 28, 2002, between the Company, T.M.  Williams (Row), Ltd., and T.M. Williams. (c)

10.29

Amendment  of Asset Purchase Agreement dated July 1, 2002. (d)

10.32

Code  of Business Conduct and Ethics dated December 22, 2006. (e)

31.1

Certificate of Chief Executive Officer pursuant to  the Securities Exchange Act Rules 13a-15(e) and 15d –15(e) as adopted  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated November 14,  2007.

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 November 14,  2007.

32.1

Certification from the  Chief Executive Officer of Bingo.com, Ltd. pursuant to 18 U.S.C. Section  1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002  dated November 14, 2007.

32.2

Certification from the  Chief Financial Officer of Bingo.com, Ltd. pursuant to 18 U.S.C. Section  1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002  dated November 14, 2007.

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

(b) Previously filed with the Company's quarterly report on Form 10-Qfor the period ended September 30, 2002, on November 14, 2002.

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

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

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

**Reports on Form 8-K.**

The company filed a Form 8-K on July 27, 2007,stating that all the nominees for directors were elected and the appointment ofauditors was ratified.

**ReportsSubsequent to the quarter ended September 30, 2007.**

None

Page    19

**SIGNATURES**

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

 

Date:

November  14, 2007

 

BINGO.COM, LTD.

 

 

(Registrant)

Date:

November  14, 2007

 

*               /S/  T.M. Williams                            *

 

 

T. M. Williams, Chairman of  the Board, Chief Executive Officer, President and Secretary

(Principal Executive and  Accounting Officer)

Date:

November  14, 2007

 

* *

*               /S/  H. W. Bromley                           *

 

 

H.W. Bromley, Chief  Financial Officer

(Principal Accounting  Officer)

Page20
     
**EXHIBIT 31.1**

**CERTIFICATIONS**

I, T. M. Williams, certify that:

1.  I have reviewed this quarterly report on Form 10-QSBof Bingo.com, Ltd.;

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

3.  Based on myknowledge, the financial statements, and other financial information includedin this report, fairly present in all material respects the financialcondition, results of operations and cash flows of Bingo.com, Ltd. as of, andfor, the periods presented in this quarterly report;

4.  Bingo.com,Ltd.'s other certifying officer(s) and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange ActRules 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 registrantand have:

(a)   Designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to Bingo.com, Ltd.., including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

(b)   Designedsuch internal control over financial reporting, or caused such internal controlover financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance withgenerally accepted accounting principles;

(c)   Evaluatedthe effectiveness of Bingo.com, Ltd.'s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of as of September 30, 2007, covered by thisquarterly report based on such evaluation; and

(d)   Disclosedin this report any change Bingo.com, Ltd.'s internal control over financialreporting that occurred during Bingo.com, Ltd.'s most recent fiscal quarterthat 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 mostrecent 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)    Allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect Bingo.com, Ltd.'s ability to record, process, summarize andreport financial information; and

(b)    Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the registrant's internal control over financialreporting.

 

***Signed*****:** /S/ T. M.  Williams                                                                    ***Date:*** November 14, 2007

T.M. Williams, Chairman of the Board,

ChiefExecutive Officer, President and Secretary

(PrincipalExecutive Officer)

Page    21

**EXHIBIT 31.2**

**CERTIFICATIONS**

I, H. W. Bromley, certify that:

1.   I have reviewed thisquarterly report on Form 10-QSB of Bingo.com, Ltd.;

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

3.  Based on myknowledge, the financial statements, and other financial information includedin this report, fairly present in all material respects the financialcondition, results of operations and cash flows of Bingo.com, Ltd. as of, andfor, the periods presented in this quarterly report;

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

(a)   Designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that material informationrelating to Bingo.com, Ltd., including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period inwhich this report is being prepared;

(b)   Designedsuch internal control over financial reporting, or caused such internal controlover financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance withgenerally accepted accounting principles;

(c)   Evaluatedthe effectiveness of Bingo.com, Ltd.'s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of as of September30, 2007, covered by thisquarterly report based on such evaluation; and

(d)   Disclosedin this report any change Bingo.com, Ltd.'s internal control over financialreporting that occurred during Bingo.com, Ltd.'s most recent fiscal quarterthat 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 mostrecent 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)    Allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect Bingo.com, Ltd.'s ability to record, process, summarize andreport financial information; and

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

 

***Signed*****:** /S/ H. W. Bromley                                                                     ***Date:*** November 14, 2007

H.W.Bromley,

ChiefFinancial Officer

(PrincipalAccounting Officer)

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**EXHIBIT 32.1**

**CERTIFICATIONPURSUANT TO**

**18U.S.C. SECTION 1350,**

**AS ADOPTEDPURSUANT TO**

**SECTION 906 OF THESARBANES-OXLEY ACT OF 2002**

Inconnection with the Quarterly Report of Bingo.com, Ltd. (the "Company") on Form10-QSB for the period ended September 30,2007, as filed with the Securities and Exchange Commission on the date hereof(the "Report"), I, T. M. Williams, Chief Executive Officer of the Company,certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of theSarbanes-Oxley Act of 2002, that:

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

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

 

                                                                                          */S/T.M. Williams             *

                                                                           T.M. Williams

                                                                           Presidentand Chief Executive Officer

                                                                                      November 14, 2007

Asigned original of this written statement required by Section 906 has beenprovided to Bingo.com, Ltd. and will be retained by the company and furnishedto the Securities and Exchange Commission or its staff upon request.

 

Page    23

**EXHIBIT 32.2**

**CERTIFICATIONPURSUANT TO**

**18U.S.C. SECTION 1350,**

**AS ADOPTEDPURSUANT TO**

**SECTION 906 OF THESARBANES-OXLEY ACT OF 2002**

Inconnection with the Quarterly Report of Bingo.com, Ltd. (the "Company") on Form10-QSB for the period ended September 30,2007, 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 theSarbanes-Oxley Act of 2002, that:

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

b)   The information contained in thisReport fairly presents, in all material respects, the financial condition andresults of operations of the Company.

 

                                                                           *              /S/H. W. Bromley            *

                                                                           H.W. Bromley

                                                                           ChiefFinancial Officer

                                                                                      November 14, 2007

Asigned original of this written statement required by Section 906 has beenprovided to Bingo.com, Ltd. and will be retained by the company and furnishedto the Securities and Exchange Commission or its staff upon request.

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