UNITED
    STATES
    SECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549

FORM
  10-Q

(Mark
  one)

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

For the quarterly period
	ended March 31, 2009

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

Commission
    File Number: 333-120120-01

BINGO.COM, LTD.

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



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



National Bank of Anguilla Corporate Building, 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)



|Indicate by check mark
		whether the registrant (1) has filed all reports required to be filed by
		Sections 13 or 15(d) of the Exchange Act during the past 12 months (or
		for such shorter period that the registrant was required to file such
		reports), and (2) has been subject to such filing requirements for the
		past 90 days.
		Yes
        [ X ]      No [  ]                                       
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Indicate by check mark
			whether the registrant is a large accelerated filer, an accelerated
			filer, a non-accelerated filer, or a smaller reporting company.
		Large accelerated filer 
		[ ]                                                   
		Accelerated filer                
		[  ]
		Non-accelerated filer   
		[ ]                                                  
		Smaller reporting company  [X]
|Indicate
        by check mark whether the registrant is a shell company (as defined in
        Rule 12b-2 of the Exchange Act).                                                                         
        Yes [     ]      No
        [ X ]                                                                                                                                                                
|APPLICABLE ONLY TO CORPORATE ISSUERS
			The number of outstanding shares of
			the Issuer's common stock, no par value per share, was 41,405,203 as
			of May 15, 2009.                                                                                                                                                                                                                                            



BINGO.COM,
	LTD.

QUARTERLY
	REPORT ON FORM 10-Q

FOR THE
	PERIOD ENDED MARCH 31, 2009



TABLE OF
	CONTENTS

|                                                                                                                                             |                                                                                         | PAGE
|-------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------- | ----
|PART I - FINANCIAL INFORMATION                                                                                                               | 2                                                                                      
|ITEM 1.                                                                                                                                      | Financial Statements                                                                    | 2   
|Consolidated Balance Sheets                                                                                                                  | 2                                                                                      
|Consolidated Statements of
          Operations                                                                                              | 3                                                                                      
|Consolidated Statements of Stockholders'
          Equity                                                                                    | 4                                                                                      
|Consolidated Statements of Cash Flows                                                                                                        | 5                                                                                      
|Notes to the
          Consolidated Financial Statements                                                                                     | 6                                                                                      
|ITEM 2                                                                                                                                       | Management's Discussion and Analysis
		of Financial Condition and Results of Operations | 15  
|ITEM 4T.                                                                                                                                     | Controls and Procedures.                                                                | 20  
|PART II - OTHER
          INFORMATION                                                                                                        | 22                                                                                     
|ITEM 1.                                                                                                                                      | Legal Proceedings                                                                       | 22  
|ITEM 2.                                                                                                                                      | Unregistered Sales of Equity Securities and Use of Proceeds                             | 22  
|ITEM 3.                                                                                                                                      | Defaults Upon Senior Securities                                                         | 22  
|ITEM 4.                                                                                                                                      | Submission of Matters to a Vote of
          Security Holders                           | 22  
|ITEM 5.                                                                                                                                      | Other Information                                                                       | 22  
|ITEM 6.                                                                                                                                      | Exhibits and reports on Form 8-K                                                        | 23  
|SIGNATURES                                                                                                                                   | 24                                                                                     
|EXHIBITS                                                                                                                                     | 25                                                                                     
|CERTIFICATIONS                                                                                                                               | 25                                                                                     
|Certification
          pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
          of the  Sarbanes-Oxley Act of 2002. | 27                                                                                     

Page 1

# PART I - FINANCIAL INFORMATION

## ITEM
  1.                     
  Financial Statements.

BINGO.COM,
  LTD. and Subsidiaries

Consolidated
  Balance Sheets

|                                                                                                                                                  |   | March 31, 2009 |  |   | December 31, 2008
|------------------------------------------------------------------------------------------------------------------------------------------------- | - | -------------- |  | - | -----------------
|                                                                                                                                                  |   | (Unaudited)    |  |   | (Audited)        
|Assets                                                                                                                                            |   |                |  |   |                  
|Current assets:                                                                                                                                   |   |                |  |   |                  
|Cash                                                                                                                                              | $ | 805,392        |  | $ | 412,002          
|Accounts
			receivable less allowance for doubtful
			accounts $nil
			(December 31, 2008 - $nil)                                                 |   | 56,081         |  |   | 43,239           
|Prepaid
			expenses                                                                                                                               |   | 101,164        |  |   | 123,650          
|Total Current
			Assets                                                                                                                           |   | 962,637        |  |   | 578,891          
|                                                                                                                                                  |   |                |  |   |                  
|Equipment, net                                                                                                                                    |   | 187,651        |  |   | 199,367          
|                                                                                                                                                  |   |                |  |   |                  
|Other assets                                                                                                                                      |   | 135,724        |  |   | 122,335          
|                                                                                                                                                  |   |                |  |   |                  
|Domain name
			rights and intangible assets                                                                                                       |   | 1,257,241      |  |   | 1,257,241        
|                                                                                                                                                  |   |                |  |   |                  
|Deferred tax
			asset, less valuation allowance of $104,337 (December 31, 2008 -
			$275,926) (Note 6)                                            |   | -              |  |   | -                
|                                                                                                                                                  |   |                |  |   |                  
|Total Assets                                                                                                                                      | $ | 2,543,253      |  | $ | 2,157,834        
|                                                                                                                                                  |   |                |  |   |                  
|Liabilities and
			Stockholders' Equity                                                                                                           |   |                |  |   |                  
|Current
			liabilities:                                                                                                                           |   |                |  |   |                  
|Accounts
			payable                                                                                                                               | $ | 137,431        |  | $ | 121,208          
|Accrued
			liabilities                                                                                                                            |   | 106,519        |  |   | 99,031           
|Accounts
			payable and accrued liabilities - related
			party (Note
			7)                                                                        |   | 41,855         |  |   | 22,336           
|Provision for
			progressive jackpots                                                                                                             |   | 183,518        |  |   | 159,798          
|Players float                                                                                                                                     |   | 67,886         |  |   | 52,023           
|Total Current
			Liabilities                                                                                                                      |   | 537,209        |  |   | 454,396          
|                                                                                                                                                  |   |                |  |   |                  
|Commitments
			(Note 5)                                                                                                                           |   |                |  |   |                  
|Contingent
			liabilities (Notes 9, 10 and 11)                                                                                                    |   |                |  |   |                  
|                                                                                                                                                  |   |                |  |   |                  
|Stockholders'
			equity (Note 4):                                                                                                                 |   |                |  |   |                  
|Common stock,
			no par value, unlimited shares
			authorized,
			39,755,203 shares issued and outstanding
			(December 31,
			2008 - 36,200,203) |   | 14,488,988     |  |   | 13,942,408       
|Accumulated
			deficit                                                                                                                            |   | (12,507,524)   |  |   | (12,263,550)     
|Accumulated
			other comprehensive loss:
			Foreign
			currency translation adjustment                                                            |   | 24,580         |  |   | 24,580           
|Total
			Stockholders' Equity                                                                                                                     |   | 2,006,044      |  |   | 1,703,438        
|                                                                                                                                                  |   |                |  |   |                  
|Total
			Liabilities and Stockholders' Equity                                                                                                     | $ | 2,543,253      |  | $ | 2,157,834        
|                                                                                                                                                  |   |                |  |   |                  

See accompanying notes to consolidated financial statements.

Page
    2

BINGO.COM, LTD.

  and Subsidiaries

Consolidated
  Statements of Operations

Three Months
	Ended March 31, 2009 and 2008

(Unaudited)

|                                                                 |  |   | 2009       |  |   | 2008      
|---------------------------------------------------------------- |  | - | ---------- |  | - | ----------
|                                                                 |  |   |            |  |   |           
|Advertising revenue                                              |  | $ | 39,898     |  | $ | 83,877    
|Gaming revenue                                                   |  |   | 1,284,732  |  |   | 1,260,470 
|Total revenue                                                    |  |   | 1,324,630  |  |   | 1,344,347 
|                                                                 |  |   |            |  |   |           
|Cost of producing revenue                                        |  |   | 870,349    |  |   | 938,964   
|                                                                 |  |   |            |  |   |           
|Gross profit                                                     |  |   | 454,281    |  |   | 405,383   
|                                                                 |  |   |            |  |   |           
|Operating expenses:                                              |  |   |            |  |   |           
|Depreciation and amortization                                    |  |   | 16,701     |  |   | 13,597    
|General and administrative                                       |  |   | 113,083    |  |   | 129,334   
|Salaries, wages, consultants and benefits                        |  |   | 239,799    |  |   | 265,070   
|Selling and marketing                                            |  |   | 334,245    |  |   | 274,741   
|Stock-based compensation                                         |  |   | 13,250     |  |   | 16,022    
|Total operating expenses                                         |  |   | 717,078    |  |   | 698,764   
|                                                                 |  |   |            |  |   |           
|Loss before other income (expense) and income
			taxes           |  |   | (262,797)  |  |   | (293,381) 
|                                                                 |  |   |            |  |   |           
|Other income (expense):                                          |  |   |            |  |   |           
|Foreign exchange losses                                          |  |   | (11,912)   |  |   | (8,681)   
|Gain on resolution of debt                                       |  |   | 22,820     |  |   | 4,197     
|Interest income                                                  |  |   | 415        |  |   | 5,144     
|Other income                                                     |  |   | -          |  |   | 178       
|Profit from sale of US players and related
			assets (Note 3)    |  |   | 7,500      |  |   | 30,000    
|                                                                 |  |   |            |  |   |           
|Loss before income taxes                                         |  |   | (243,974)  |  |   | (262,543) 
|                                                                 |  |   |            |  |   |           
|Income tax expense                                               |  |   | -          |  |   | -         
|                                                                 |  |   |            |  |   |           
|Net loss                                                         |  | $ | (243,974)  |  | $ | (262,543) 
|                                                                 |  |   |            |  |   |           
|Net loss per
			common share, basic and diluted                  |  | $ | (0.01)     |  | $ | (0.01)    
|                                                                 |  |   |            |  |   |           
|Weighted average common shares outstanding, basic
			and diluted |  |   | 38,177,036 |  |   | 34,034,857

See
	accompanying notes to consolidated financial statements.

Page
    3

BINGO.COM,
  LTD.

  and Subsidiaries

Consolidated
  Statements of Stockholders' Equity

For the period ended March 31, 2009

(Unaudited)

|                                        | Common stock |                 | Accumulated
			Other Comprehensive loss |                                           
|--------------------------------------- | ------------ | --------------- | --------------------------------------- | ------------------------------------------
|                                        | Shares       | Amount          | Accumulated Deficit                     | Foreign
			currency translation adjustment
|Balance, December 31, 2008              | 36,200,203   | $13,942,408     | $(12,263,550)                           | $ 24,580                                  
|                                        |              |                 |                                         |                                           
|Exercise of stock options               | 55,000       | 5,500           | -                                       | -                                         
|                                        |              |                 |                                         |                                           
|Private placement                       | 3,500,000    | 525,000         | -                                       | -                                         
|                                        |              |                 |                                         |                                           
|Stock-based compensation                | -            | 13,250          | -                                       | -                                         
|                                        |              |                 |                                         |                                           
|Issuance of consultant stock
			Options | -            | 2,830           | -                                       | -                                         
|                                        |              |                 |                                         |                                           
|Net
			loss                             | -            | -               | (243,974)                               | -                                         
|Balance, March 31, 2009                 | 39,755,203   | $
			14,488,988 | $
			(12,507,524)                       | $ 24,580                                  
|                                        |              |                 |                                         |                                           

See
	accompanying notes to consolidated financial statements.

Page
    4

BINGO.COM, LTD.

  and Subsidiaries

Consolidated
  Statements of Cash Flows

Three Months
	Ended March 31, 2009 and 2008

(Unaudited)



|                                                                                  |  |   | 2009      |   | 2008     
|--------------------------------------------------------------------------------- |  | - | --------- | - | ---------
|Cash
			flows from operating activities:                                          |  |   |           |   |          
|Net
			loss                                                                       |  | $ | (243,974) | $ | (262,543)
|Adjustments to reconcile net loss to net cash
			used
			in operating activities: |  |   |           |   |          
|Depreciation and amortization                                                     |  |   | 16,701    |   | 13,597   
|Gain on resolution of debt                                                        |  |   | (22,820)  |   | (4,197)  
|Stock-based compensation                                                          |  |   | 13,250    |   | 16,022   
|Issuance of consultant stock option                                               |  |   | 2,830     |   | 2,830    
|Profit from the sale of US players and related assets                             |  |   | (7,500)   |   | (30,000) 
|Changes in operating assets and liabilities:                                      |  |   |           |   |          
|Accounts receivable                                                               |  |   | (12,842)  |   | 48,058   
|Prepaid expenses                                                                  |  |   | 22,486    |   | (170,399)
|Other assets                                                                      |  |   | (13,389)  |   | 514      
|Accounts payable and accrued liabilities                                          |  |   | 66,050    |   | 119,917  
|Provision for progressive jackpots                                                |  |   | 23,720    |   | (908)    
|Players float                                                                     |  |   | 15,863    |   | 60,590   
|Net
			cash used in operating activities                                          |  |   | (139,625) |   | (206,519)
|                                                                                  |  |   |           |   |          
|Cash
			flows from investing activities:                                          |  |   |           |   |          
|Acquisition of equipment                                                          |  |   | (4,985)   |   | (11,220) 
|Proceeds from sale of US players and related assets                               |  |   | 7,500     |   | 30,000   
|Net
			cash provided by investing activities                                      |  |   | 2,515     |   | 18,780   
|                                                                                  |  |   |           |   |          
|Cash
			flows from financing activities:                                          |  |   |           |   |          
|Exercise of stock options                                                         |  |   | 5,500     |   | 1,225    
|Private placement                                                                 |  |   | 525,000   |   | -        
|Net
			cash provided by financing activities                                      |  |   | 530,500   |   | 1,225    
|                                                                                  |  |   |           |   |          
|Change
			in cash                                                                 |  |   | 393,390   |   | (186,514)
|                                                                                  |  |   |           |   |          
|Cash,
			beginning of period                                                      |  |   | 412,002   |   | 744,596  
|Cash,
			end of period                                                            |  | $ | 805,392   | $ | 558,082  
|                                                                                  |  |   |           |   |          
|Supplementary information:                                                        |  |   |           |   |          
|Interest paid                                                                     |  | $ | -         | $ | -        
|Income taxes paid                                                                 |  | $ | ‐         | $ | ‐        
|                                                                                  |  |   |           |   |          

See accompanying notes to consolidated financial statements.

Page
    5

BINGO.COM,
LTD.and Subsidiaries

Notes to Consolidated Financial Statements

Three months ended March
31, 2009 and 2008

(Unaudited)



1.        Basis of Presentation:

The accompanying unaudited financial statements
have been prepared by the Company in conformity with accounting principles
generally accepted in the United States of America applicable to interim
financial information and with the rules and regulations of the United States
Securities and Exchange Commission.  Accordingly, certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed, or
omitted, pursuant to such rules and regulations.  In the opinion of management,
the unaudited interim financial statements include all adjustments necessary for
the fair presentation of the results of the interim periods presented.  All
adjustments are of a normal recurring nature, except as otherwise noted below. 
These financial statements should be read in conjunction with Bingo.com, Ltd.'s
(the "Company") audited consolidated financial statements and notes thereto for
the year ended December 31, 2008, included in the Company's Annual Report on
Form 10-K, filed March 31, 2009, with the Securities and Exchange Commission. 
The results of operations for the interim periods are not necessarily indicative
of the results of operations for any other interim period or for a full fiscal
year.

Continuing operations

These consolidated
financial statements have been prepared on the going concern basis, which
presumes the realization of assets and the settlement of liabilities in the
normal course of operations.  The application of the going concern basis is
dependent upon the Company achieving profitable operations to generate
sufficient cash flows to fund continued operations, or, in the absence of
adequate cash flows from operations, obtaining additional financing.  The
Company has reported losses from operations for the quarter ended March 31, 2009
and 2008, and has an accumulated deficit of $12,507,524 as at March 31, 2009.

In view of the
matters described in the preceding paragraph, recoverability of a major portion
of the recorded asset amounts and settlement of the liability amounts shown in
the accompanying balance sheets is dependent upon continued operations of the
Company, which in turn is dependent upon the Company's ability to succeed in its
future operations. The financial statements do not include any adjustments
relating to the recoverability and classification of recorded asset amounts or
amounts and classification of liabilities that might be necessary should the
Company be unable to continue in existence.

Management
continues to review operations in order to identify additional strategies
designed to generate cash flow, improve the Company's financial position, and
enable the timely discharge of the Company's obligations.  If management is
unable to identify sources of additional cash flow in the short term, it may be
required to further reduce or limit operations.

Page 6

BINGO.COM,
LTD.and Subsidiaries

Notes to Consolidated Financial Statements

Three months ended March
31, 2009 and 2008

(Unaudited)



2.        Summary of significant accounting policies:

(a)
  
Basis of
presentation:

These consolidated
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America. The financial statements
include the accounts of the Company's wholly-owned subsidiaries,
English Bay Office Management Limited
(registered in British Columbia, Canada), Bingo.com N.V. (registered in Curacao,
Netherlands Antilles), Bingo.com (Alderney) Limited (registered in Alderney,
Channel Islands), Coral Reef Marketing Inc. (registered in Anguilla), Bingo.com
(Antigua) Inc., Bingo.com (Wyoming) Inc., Bingo Acquisition Corp, Bingo.com
Services Limited (registered in the Untied Kingdom) and the 99% owned
subsidiaries, Bingo.com (UK) plc. (registered in the Untied Kingdom) and
Bingo.com Operations Limited (registered in Malta). All material
intercompany balances and transactions have been eliminated in the consolidated
financial statements.

(b)
  
Use of estimates:

The preparation of
consolidated financial statements in conformity with generally accepted
accounting principles of the United States of America, requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements and recognized revenues and expenses for the
reporting periods.

Significant areas
requiring the use of estimates include the valuation of long-lived assets, the
collectibility of accounts receivable and the valuation of deferred tax assets. 
Actual results may differ significantly from these estimates.

(c)
  
Revenue
recognition:

Gaming revenues have been recognized on the basis of total dollars wagered,
including bonus wagered, on all games less all winnings payable to players.

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

(d)
  
Foreign currency:

The consolidated financial statements are presented in United States dollars,
the functional currency of the Company. The Company accounts for foreign
currency transactions and translation of foreign currency financial statements
under Statement of Financial Accounting Standards ("SFAS") No. 52, "Foreign
Currency Translation" ("SFAS 52"). Transaction amounts denominated in foreign
currencies are translated at exchange rates prevailing at the transaction dates.
Carrying values of monetary assets and liabilities are adjusted at each balance
sheet date to reflect the exchange rate at that date. Non-monetary assets and
liabilities are translated at the exchange rate on the original transaction
date.

Page 7

BINGO.COM,
LTD.and Subsidiaries

Notes to Consolidated Financial Statements

Three months ended March
31, 2009 and 2008

(Unaudited)



2.        Summary of significant accounting policies (Continued):

(d)  Foreign
currency: (Continued)

Gains and losses from restatement of foreign currency monetary and non-monetary
assets and liabilities are included in income. Revenues and expenses are
translated at the rates of exchange prevailing on the dates such items are
recognized in earnings.

(e)  Impairment of
long-lived assets and long-lived assets to be disposed of:

The Company
accounts for long-lived assets in accordance with the provisions of SFAS No. 144
"Accounting for the Impairment or Disposal of Long-Lived Assets" and SFAS No.
142 "Accounting for Goodwill and Other Intangible Assets" ("SFAS 142"). During
the years presented, the only long-lived assets reported on the Company's
consolidated balance sheet are equipment, intangible assets and domain name
rights.  These provisions require that long-lived assets and certain
identifiable recorded intangibles be reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable.  Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to future net cash flows expected
to be generated by the asset.

If such assets are
considered to be impaired, the impairment to be recognized is measured by the
amount by which the carrying amount of the assets exceed the fair value of the
assets.  Assets to be disposed of are reported at the lower of the carrying
amount and the fair value less costs to sell.

(f)  Changes in accounting policy:

In December 2007
the FASB issued Statement No. 141(R) "Business Combinations" ("FAS 141(R)"). FAS
141(R) requires the acquiring entity in a business combination to recognize the
full fair value of assets acquired and liabilities assumed in the transaction
(whether a full or partial acquisition); establishes the acquisition-date fair
value as the measurement objective for all assets acquired and liabilities
assumed; requires expensing of most transaction and restructuring costs; and
requires the acquirer to disclose to investors and other users all of the
information needed to evaluate and understand the nature and financial effect of
the business combination. FAS 141(R) applies prospectively to business
combinations for which the acquisition date is on or after January 1, 2009. The
impact of FAS No. 141R on the consolidated financial statements will depend upon
the nature, terms and size of the acquisitions we consummate after the effective
date.

In December 2007,
the FASB issued SFAS No. 160. "Noncontrolling Interests in Consolidated
Financial Statements-an Amendment of ARB No. 51" ("SFAS No. 160"). SFAS No. 160
establishes accounting and reporting standards pertaining to ownership interests
in subsidiaries held by parties other than the parent, the amount of net income
attributable to the parent and to the noncontrolling interest, changes in a
parent's ownership interest, and the valuation of any retained noncontrolling
equity investment when a subsidiary is deconsolidated. This statement also
establishes disclosure requirements that clearly identify and distinguish
between the interests

Page 8

BINGO.COM,
LTD.and Subsidiaries

Notes to Consolidated Financial Statements

Three months ended March
31, 2009 and 2008

(Unaudited)



2.        Summary of
significant accounting policies (Continued):

(f)  Changes in accounting policy: (Continued)

of the parent and
the interests of the noncontrolling owners. The Company does not expect SFAS No.
160 to have a material impact on the Company's consolidated financial
statements.

In March 2008, the
FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging
Activities" ("SFAS 161").  SFAS 161 amends and expands the disclosure
requirements in SFAS 133, "Accounting for Derivative Instruments and Hedging

Activities"
but does not
change SFAS 133's scope or accounting. SFAS 161 requires qualitative,
quantitative, and credit-risk disclosures.
SFAS No.
161 requires enhanced disclosures about an entity's derivative and hedging
activity. Entities are required to provide enhanced disclosures about how and
why they use derivative instruments, how derivative instruments and related
hedged items are accounted for under SFAS No. 133 and how derivative instruments
and related hedged items affect an entity's financial position, financial
performance and cash flows.
The Company is
currently evaluating the impact of adopting the Statements on its results of
operations and financial position.

In April 2008, the
FASB issued FSP FAS 142-3, Determination of the Useful Life of Intangible Assets
or FSP FAS 142-3. FSP FAS 142-3 amends the factors that should be considered in
developing renewal or extension assumptions used to determine the useful life of
a recognized intangible asset under SFAS No. 142, Goodwill and Other Intangible
Assets. The intent of the position is to improve the consistency between the
useful life of a recognized intangible asset under SFAS No. 142 and the period
of expected cash flows used to measure the fair value of the intangible asset.
We do not believe that implementation of this standard will have a material
impact on our consolidated financial position, results of operations or cash
flows.

On May 9, 2008,
the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting
Principles" ("SFAS No. 162") which reorganizes the generally accepted accounting
principles ("GAAP") hierarchy as detailed in the statement. The purpose of the
new standard is to improve financial reporting by providing a consistent
framework for determining what accounting principles should be used when
preparing U.S. GAAP financial statements. The Company does not expect the
adoption of SFAS No. 162 to effect the financial position, results of operations
or cash flows of the Company.

In June 2008, the
FASB issued FSP No. EITF 03-6-1, "Determining Whether Instruments Granted in
Share-Based Payment Transactions Are Participating Securities," (FSP EITF
03-6-1). FSP EITF 03-6-1 states that unvested share-based payment awards that
contain nonforfeitable rights to dividends or dividend equivalents (whether paid
or unpaid) are participating securities and shall be included in the computation
of earnings per share pursuant to the two-class method. Management has
determined that the adoption of FSP EITF 03-6-1 will not have an impact on the
Financial Statements.

Page 9

BINGO.COM,
LTD.and Subsidiaries

Notes to Consolidated Financial Statements

Three months ended March
31, 2009 and 2008

(Unaudited)



2.        Summary of
significant accounting policies (Continued):

(f)  Changes in accounting policy: (Continued)

In December 2008,
the FASB issued FSP No. FAS 132(R)-1 ("FSP FAS 132(R)-1"), "Employers'
Disclosures about Postretirement Benefit Plan Assets," which expands the
disclosure requirements about plan assets for defined benefit pension plans and
postretirement plans.

3.        Sale of US players and related assets

Effective October 12, 2006, the Company, in response to the United States
Unlawful Internet Gambling Enforcement Act, the Company 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. The Company will recognize the
profit from the sale of these assets as and when payment is received. During the
quarter ended March 31, 2009, the Company collected $7,500 (March 31, 2008 -
$30,000) in payment for these assets.

|                                                |   | 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, 2007                         |   | (120,000)
|                                                |   |          
|Balance December
		31, 2007                     |   | 900,050  
|                                                |   |          
|Payments received, 2008                         |   | (63,000) 
|                                                |   |          
|Balance December
		31, 2008                     |   | 837,050  
|                                                |   |          
|Payments received during
		the period           |   | (7,500)  
|                                                |   |          
|Balance remaining
		March 31, 2009              | $ | 829,550  

4.   
Stockholder's Equity:

During the quarter ended March 31, 2009,
Bingo.com, Ltd. completed a private placement offering of 3.5 million shares at
$0.15 per share.  Total proceeds of the offering was $525,000.

Subsequent to the quarter ended March 31, 2009,
Bingo.com, Ltd. completed a private placement offering of 1.5 million shares at
$0.15 per share.  Total proceeds of the offering was $225,000.

During the quarter ended March 31, 2009, the
holders of stock options exercised their options for 55,000 shares for $5,500 at
an exercise price of $0.10 per share. A total of 258,000 stock options at an
exercise price of $0.10 per share expired unexercised.

Subsequent to the quarter ended March 31, 2009,
the holders of stock options exercised their options for 150,000 shares for
$15,000 at an exercise price of $0.10 per share. A total of 150,000 stock
options at an exercise price of $0.10 per share expired unexercised.



Page 10

BINGO.COM,
LTD.and Subsidiaries

Notes to Consolidated Financial Statements

Three months ended March
31, 2009 and 2008

(Unaudited)



4.   
Stockholder's Equity:

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:

|                                  |  | Three
		Months ended March 31, 2009 |  | Three
		Months ended March 31, 2008
|--------------------------------- |  | ----------------------------------- |  | -----------------------------------
|Expected dividend
		yield         |  | -                                   |  | -                                  
|Expected stock
		price volatility |  | 82 -
		91%                          |  | 90 -
		91%                         
|Weighted average
		volatility     |  | 127%                                |  | 91%                                
|Risk-free interest
		rate         |  | 3.36 -
		4.52%                      |  | 4.45 -
		4.52%                     
|Expected life of
		options        |  | 2.5 - 5
		years                     |  | 2.5 - 5
		years                    
|Block discount
		applied          |  | 40%                                 |  | 40%                                

The block discount applied was due to the
illiquidity of shares.

5.   Commitments:

The Company leases office facilities in
Vancouver, British Columbia, Canada, The Valley, Anguilla, British West Indies
and London, United Kingdom. These office facilities are leased under operating
lease agreements. The Canadian operating lease agreement expires on September
30, 2010. The Anguillian operating lease expires on September 30, 2009. The
United Kingdom lease is leased from a company owned by a current director and
officer of the Company. This lease is for 30 days and is automatically renewed
with a 30 days notice period.

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

|     |   |       
|---- | - | ------
|2009 | $ | 69,919
|2010 |   | 65,497
|2011 |   | -     
|     |   |       

The Company paid rent expense totaling $21,832
for the quarter ended March 31, 2009 (March 31, 2008 - $26,745).

The Company has a management consulting
agreement with T.M. Williams (Row), Ltd., an Anguilla incorporated company and
Mr. Williams dated August 20, 2001, (the "Williams Agreement"), amended February
28, 2002, in connection with the provision of services by Mr. Williams as
President and Chief Executive Officer of the Company. The agreement was renewed
for a further one year period on August 1, 2008, on substantially the same terms
and conditions, whereby the Company will pay to T.M. Williams (Row), Ltd., 10%
of the operating profit of the Company, as defined in the amendment, to a
maximum of $25,000 per month, in arrears.

6.        Income Taxes

Bingo.com, Ltd. is domiciled in the tax-free
jurisdiction of Anguilla, British West Indies. The computed benefit / expense
differed from the amounts computed by applying the United States of America
federal income tax rate of 34 percent and various other rates for other
jurisdictions to the pretax income / losses from operations as a result of the
following:

Page 11

BINGO.COM,
LTD.and Subsidiaries

Notes to Consolidated Financial Statements

Three months ended March
31, 2009 and 2008

(Unaudited)



6.        Income Taxes
: (Continued)

|                                                                                  |   | March 31, 2009
|--------------------------------------------------------------------------------- | - | --------------
|                                                                                  |   | Three Months  
|Computed
		"expected" tax expense                                                 | $ | 82,951        
|Increase in income
		taxes resulting from income taxes in other tax jurisdictions |   | (100,651)     
|Other                                                                             |   | (372)         
|Expiration of tax
		asset                                                         |   | (186,320)     
|Change in taxation
		rates in other jurisdictions                                 |   | (176,052)     
|Change in exchange
		rates                                                        |   | 208,855       
|Change in
		valuation allowance                                                   |   | 171,589       
|                                                                                  | $ | -             

The tax effects of
temporary differences that give rise to significant portions of the deferred tax
assets and deferred tax liabilities at March 31, 2009, and December 31, 2008,
are presented below:

|                                  |   | March 31, 2009 |   | December 31, 2008
|--------------------------------- | - | -------------- | - | -----------------
|Deferred tax assets:              |   |                |   |                  
|Net operating loss carry forwards | $ | 104,337        | $ | 275,926          
|                                  |   |                |   |                  
|Valuation Allowance               |   | (104,337)      |   | (275,926)        
|                                  | $ | -              | $ | -                

In assessing the
realizability of deferred tax assets, management considers whether it is more
likely than not that some portion or all of the deferred tax assets will not be
realized. The ultimate realization of deferred tax assets is dependent upon the
generation of future taxable income during the periods in which those
differences become deductible.

Management
considers the scheduled reversal of deferred tax liabilities, projected future
taxable income, and tax planning strategies in assessing the realizability of
deferred tax assets.  In order to fully realize the deferred tax asset
attributable to net operating loss carryforwards, the Company will need to
generate future taxable income of approximately $1,000,000 in Canada prior to
the expiration of the net operating loss carryforwards. These net operating loss
carryforwards began expiring in 2007 in Canada.

7.    Related Party
Transactions

The Company has a liability of $9,939 (December 31, 2008 - $3,582), to a company
owned by a current director and officer of the Company for payment of services
rendered and expenses incurred by the current director and officer of the
Company.

The Company has a liability of $1,909 (December 31, 2008 - $1,771), 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 $53,024 during the quarter ended March 31, 2009 (Quarter ended March 31,
2008 - $53,774).

Page 12

BINGO.COM,
LTD.and Subsidiaries

Notes to Consolidated Financial Statements

Three months ended March
31, 2009 and 2008

(Unaudited)



8.        Segmented information:

Revenue

The Company operates in one reportable
business segment, the business of providing games and entertainment based on the
game of bingo and related soft games through its Internet portal, bingo.com,
supported mainly by receiving deposits for the games for money and selling
advertising on the website.  The revenue for the quarter ended March 31, 2009
and 2008, has been derived primarily from receiving deposits for the games for
money.

Equipment

The Company's equipment is
located as follows:

|Net Book Value                |   | March
		31,
		2009 |   | December 31, 2008
|----------------------------- | - | ------------------ | - | -----------------
|                              |   |                    |   |                  
|Canada                        | $ | 73,754             | $ | 75,116           
|Curacao, Netherlands Antilles |   | 34,418             |   | 37,547           
|Malta                         |   | 79,479             |   | 86,704           
|                              | $ | 187,651            | $ | 199,367          

9.        Concentrations

Major customers

For the quarter ended March 31, 2009,
there was no single player on the gaming site who had wagered more than 10% of
the total gaming revenue. The Company is reliant on various payment processors
who process funds players have wagered on the gaming site. For the quarter ended
March 31, 2009, there were two processors each receiving 93% and 6% respectively
of the total funds processed.

During the quarter ended March 31, 2009 and 2008, the Company offered limited
advertising. Therefore there were no advertising sales representing more than
10% of the total sales.

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.

10. 
Concentrations of Credit Risk:

The Company currently maintains a substantial
portion of its day-to-day operating cash balances at financial institutions. At
March 31, 2009, the Company had total cash balances of $805,392 (December 31,
2008 - $412,002) at financial institutions, where $236,358 (December 31, 2008 -
$106,262) is in excess of federally insured limit.

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

Page 13

BINGO.COM,
LTD.and Subsidiaries

Notes to Consolidated Financial Statements

Three months ended March
31, 2009 and 2008

(Unaudited)



10.        Concentrations of Credit Risk: (Continued)

As of March 31, 2009, three customers totaling $15,282, $13,698 and $12,927, who
accounted for total accounts receivable greater than 10%. As of December 31,
2008, two customers, totaling $23,232 and $4,429 who accounted for greater than
10% of the total accounts receivable.

The Company controls credit risk through
monitoring procedures and receiving prepayments of cash for services rendered. 
The Company performs credit evaluations of its customers but generally does not
require collateral to support accounts receivable.

11.        Contingent liabilities:

The Company has a contingent liability of
$877,819 (December 31, 2008 - $795,163) for player bonus balances. These
balances are not withdrawable but can be wagered. Any winnings made on these
bonus wagers are immediately withdrawable.

Page 14

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

The following Management's Discussion and Analysis or Plan of Operation contains
forward-looking statements that involve risks and uncertainties, as described
below.  Bingo.com, Ltd.'s (the "Company", "we", or "us") actual results could
differ materially from those anticipated in these forward-looking statements. 
The following discussion should be read in conjunction with the unaudited
interim consolidated financial statements and notes thereto included in Part I -
Item 1 of this Quarterly Report, and the audited consolidated financial
statements and notes thereto and the Management Discussion and Analysis or plan
of Operations included in our Annual Report on Form 10-K for the fiscal year
ended December 31, 2008.

FORWARD LOOKING
STATEMENTS

All statements contained in this Quarterly Report on Form
10-Q and the documents incorporated herein by reference, as well as statements
made in press releases and oral statements that may be made by us or by
officers, directors or employees acting on our behalf, that are not statements
of historical fact constitute "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995.  Such forward-looking
statements involve known and unknown risks, uncertainties and other factors that
could cause our actual results to be materially different from historical
results or from any future results expressed or implied by such forward-looking
statements. Readers should consider statements that include the terms "believe,"
"belief," "expect," "plan," "anticipate," "intend" or the like to be uncertain
and forward-looking. In addition, all statements, trends, analyses and other
information contained in this report relative to trends in net sales, gross
margin, anticipated expense levels and liquidity and capital resources,
constitute forward-looking statements. Particular attention should be paid to
the facts of our limited operating history, the unpredictability of our future
revenues, our need for and the availability of capital resources, the evolving
nature of our business model, and the risks associated with systems development,
management of growth and business expansion.  Except as required by law, we
undertake no obligation to update any forward-looking statement, whether as a
result of new information, future events or otherwise. All cautionary statements
made herein should be read as being applicable to all forward-looking statements
wherever they appear.  Readers should consider the risks more fully described in
our Annual Report on Form 10-K for the year ended December 31, 2008, filed with
the Securities and Exchange Commission (the "SEC") and should not place undue
reliance on any forward-looking statements.

Page 15

We are in the business of developing and
operating a bingo based web portal designed to provide a variety of Internet
based games played by individuals plus other forms of entertainment, including
an online community, chat rooms, contests, sweepstakes, tournaments, and more.
Using our bingo.com domain name and incorporating a variety of games and content
to attract and retain a large number of subscribers, we have built one of the
leading bingo-based portals on the Internet. Our website has attracted millions
of visitors of which over 1,950,000 have gone through a detailed sign-up process
and become registered users. The levels of Internet traffic have a direct impact
on our revenues as, generally, the greater the Internet traffic, the greater the
amount of gaming or advertising revenue received.

We generate revenue from players
depositing funds into their account on our website and then playing games for
money. An additional source of revenue comes from selling advertising on our
portal to other companies who wish to advertise their products to our user
demographic. We obtained a gaming license and commenced gaming operations from
Curacao, Netherlands Antilles in May 2005. During the quarter ended March 31,
2009, the Company was granted a Letter of Intent by the Lotteries and Gaming
Authority of Malta, and commenced operating under this Maltese license. This
Letter of Intent enables us to advertise in the United Kingdom.

Our website provides players the ability to
purchase bingo cards online for cash, with the winner of each bingo game winning
a percentage of the total cards purchased for that particular bingo game. In
addition, we provide entertainment content to our players in the form of either
free-to-play, or pay-to play multiplayer theme bingo games, such as Astrology
Bingo, Cupid Bingo, and the like, as well as online video poker, sweepstakes and
slot machines. We also offer our players other forms of entertainment such as
chat rooms and member profiles.

We intend to continue to build on the success of
the existing business by offering a greater depth and variety of content that we
expect will hold existing subscribers as well as attract new subscribers and
allow us to generate more revenue.

We have made a significant investment in the
development of our website, purchase of domain name, branding, marketing, and
maintaining operations.  As a result we have incurred significant losses since
inception, and as of March 31, 2009, had an accumulated deficit of $12,507,524.

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

During the quarter ended June 30, 2007, we launched our United Kingdom focused
website, with games targeted to the United Kingdom audience and the games played
in British pounds sterling. Gaming revenue from the Bingo.com website accounted
for approximately 97% of our revenue for the quarter ended March 31, 2009.
Moving forward we will focus our marketing on attracting additional players from
the United Kingdom and other jurisdictions where Internet gambling is regulated
and considered legal. In addition we will be launching in various languages and
currencies.

Page 16

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

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

- Revenue recognition;

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

Revenue recognition:

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

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 and long-lived
assets to be disposed of:

The Company accounts for long-lived assets in
accordance with the provisions of SFAS No. 144 "Accounting for the Impairment or
Disposal of Long-Lived Assets" and SFAS No. 142 "Accounting for Goodwill and
Other Intangible Assets". As of March 31, 2009, the only long-lived assets
reported on the Company's consolidated balance sheet are equipment, intangible
assets and domain name rights.  These provisions require that long-lived assets
and certain identifiable recorded intangibles be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable.  Recoverability of assets to be held and used
is measured by a comparison of the carrying amount of an asset to future net
cash flows expected to be generated by the asset.  If such assets are considered
to be impaired, the impairment to be recognized is measured by the amount by
which the carrying amount of the assets exceed the fair value of the assets. 
Assets to be disposed of are reported at the lower of the carrying amount and
the fair value less costs to sell.

Page 17

RESULTS OF OPERATIONS

Revenue

Total revenue decreased to $1,324,630 for the quarter ended March 31, 2009, a
decrease from revenue of $1,344,347 for first quarter of 2008 and a decrease
from revenue of $1,329,273 in the fourth quarter of 2008. Gaming Revenue
increased to $1,284,732 in the quarter ended March 31, 2009, compared Gaming
Revenue of $1,260,470 in the first quarter of 2008 and a decrease from revenue
of $1,287,808 in the fourth quarter of 2008. When measured in Pounds Sterling,
presently our depositing currency, the gaming operations provided revenue of GBP894,738
Pound Sterling, an increase of 40% from gaming revenue of GBP636,884
Pound Sterling for the first quarter of the prior year and an increase of 9% from gaming
revenue of GBP819,953 Pound Sterling in the fourth quarter of 2008. The increase compared to the
first and fourth quarter of 2008, is due to an increase in the player base. The
decrease in Gaming Revenue as recorded in US Dollars is due to the weakness of
the Pound Sterling in relation to the US Dollar. We earned advertising revenue
of $39,898 in the quarter ended March 31, 2009, a decrease from advertising
revenue of $83,877 in the first quarter of 2008 and a decrease from advertising
revenue of $41,465 in the fourth quarter of 2008.

Cost of revenue

We recorded cost of revenue of $870,349 during
the quarter ended March 31, 2009, a decrease of 7% compared to costs of $938,964
for the first quarter of 2008 and a decrease of 5% over costs of $917,916 in the
fourth quarter of 2008.  The gross margin increased to 34% for the quarter ended
March 31, 2009, compared to gross margin of 30% in the first quarter of 2008 and
31% gross margin in the fourth quarter of 2008. Cost of revenue consists of
bonuses granted on deposits made by players, the cost of hosting the website,
payment processing fees in relation to deposits from and withdrawals to our
players, software license fees, and the domain name purchase payments. The
decrease in cost of revenue for the quarter ended March 31, 2009, compared to
the first and fourth quarter of 2008, is due to the weakness of the Pound
Sterling in relation to the US Dollar. This decrease is despite an increase in
deposit bonus if recorded in Pound Sterling terms. The awarding of deposit
bonuses is required both to be competitive with other bingo-oriented websites
and to build a large customer base as quickly as possible.

Sales and marketing expenses

Sales and marketing expenses increased by 22% to
$334,245 for the quarter ended March 31, 2009, an increase over expenses of
$274,741 in the first quarter of 2008 and an increase of 3% from expenses of
$323,905 in the fourth quarter of 2008. Sales and marketing expenses principally
include costs for signup bonuses, marketing, prizes for our players and other
bonuses and incentives offered to gaming players. The increase in sales and
marketing expenses for the quarter ended March 31, 2009, compared to the first
and fourth quarter of 2008 is due to the increase in marketing bonus granted to
players and an increase in affiliates and affiliate commission.

We expect to continue to incur sales and
marketing expenses to increase traffic from the United Kingdom and other
selected markets and, consequently, deposits to our web portal. These costs will
include bonuses and incentives, affiliate commissions, salaries, advertising,
and other promotional expenses intended to increase our subscriber base and
improve gaming revenue. There can be no assurances that these expenditures will
result in increased traffic or significant additional revenue.

General and administrative
expenses

General and administrative expenses consist
primarily of premises costs for our office, legal and professional fees, and
other general corporate and office expenses. General and administrative expenses
decreased to $113,083 for the first quarter of 2009, a decrease of 13% from
costs of $129,334 for the first

Page 18

quarter of 2008 and a decrease of 19% from costs
of $139,191 in the fourth quarter of 2008. The decrease in general and
administrative expenses for the quarter ended March 31, 2009, compared to the
first and fourth quarter of 2008, is due to the weakness of the Pounds sterling
and the Canadian Dollar in relation to the US dollar. In addition, the decrease
in general and administrative expenses compared to the first quarter of 2008, is
due to legal fees incurred in the first quarter of 2008 for the incorporation of
Bingo.com (Alderney) Limited in Alderney, Channel Islands and Coral Reef
Marketing Inc. in Anguilla. The decrease in general and administrative expenses
compared to the fourth quarter of 2008, is due to the legal fees incurred in the
fourth quarter of 2008, for the application for a Maltese gaming license, which
was granted in the first quarter of 2009.

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 by 10% to $239,799 for the quarter ended March 31, 2009, compared to
salaries, wages, consultants and benefits of $265,070 in the first quarter of
2008 and an increase of 3% over salaries, wages, consultants and benefits of
$232,211 in the fourth quarter of 2008. This decrease compared to the first
quarter of 2008, is due to the weakness of the Canadian Dollar in relation to
the US Dollar. This increase compared to the fourth quarters of 2008, is due to
the recruitment of additional staff in order to run the expanded business and
regular increases in the rates of pay.

Depreciation and amortization

Depreciation and amortization includes
depreciation of our equipment, as well as amortization of intangible asset
relating to the email list. Equipment is depreciated using the declining balance
method over the useful lives of the assets, ranging from three to five years. 
Depreciation and amortization increased to $16,701 during the quarter ended
March 31, 2009, an increase of 23% over costs of $13,597 during the same quarter
in the prior year and an increase of 6% from costs of $15,790 in the fourth
quarter of 2008. This increase in depreciation and amortization can be explained
due to the acquisition of equipment, especially computers and servers in Malta,
to enable us to run the website out of Malta.

Stock based
Compensation

Stock based compensation decreased to $13,250
during the quarter ended March 31, 2009, a decrease of 17% over stock based
compensation of $16,022 during the same quarter in the prior year and a decrease
of 48% from stock based compensation of 25,633 in the fourth quarter of 2008.
The decrease in stock based compensation compared to the first and fourth
quarters of 2008, expiration of stock options during the quarter ended March 31,
2009.

Profit on sale of US
Gaming players

Effective October 12, 2006, the Company,
in response to the United States Unlawful Internet Gambling Enforcement Act,
sold its United States players and related assets for $1,200,050, to an arms
length third party payable by the purchaser at a variable rate over the
subsequent months until fully paid. We recognize the profit from the sale of
these assets as and when payment is received. During the quarter ended March 31,
2009, we collected $7,500 of the $1,200,050 due, compared to payments received
of $30,000 during the same quarter in the prior year and $7,500 in the fourth
quarter of 2008.

Page 19

Net loss and loss per share

Net loss for the three months ended March 31,
2009, amounted to $243,974, a loss of $0.01 per share, a decrease of 7% compared
to a net loss of $262,543, a loss of $0.01 per share for the same period in 2008
and an decrease in net loss of 37% compared to a net loss of $390,282 or $0.01
per share in the fourth quarter of 2008. The decrease in net loss for the
quarter ended March 31, 2009, compared to the first and fourth quarter of 2008,
is due to lower expenses as a result of the weakness of the Pound Sterling and
Canadian Dollar in relation to the US Dollar, especially in the fourth quarter
of 2008, where large foreign exchange losses were incurred.

LIQUIDITY AND CAPITAL RESOURCES

We had cash of $805,392 and working capital of
$425,428 at March 31, 2009.  This compares to cash of $412,002 and working
capital of $124,495 at December 31, 2008. During the quarter ended March 31,
2009, we completed private placement offerings of 3.5 million units at $0.15 per
unit.  Total proceeds of the offerings were $525,000.

During the quarter ended March 31, 2009, we used
cash of $139,625 from operating activities compared to using cash of $206,519 in
the same period in the prior year and compared to using cash of $327,335 in the
fourth quarter of 2008.

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

ITEM 4T.       Controls and Procedures

(a)        Evaluation of disclosure controls and
procedures.

As required by Rule 13a-15 under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the
Company carried out an evaluation under the supervision and with the
participation of the Company's management, including the President and Chief
Executive Officer and the Chief Financial Officer, of the effectiveness of the
Company's disclosure controls and procedures as of March 31, 2009. In designing
and evaluating the Company's disclosure controls and procedures, the Company and
its management recognize that there are inherent limitations to the
effectiveness of any system of disclosure controls and procedures, including the
possibility of human error and the circumvention or overriding of the controls
and procedures. Accordingly, even effective disclosure controls and procedures
can only provide reasonable assurance of achieving their desired control
objectives. Additionally, in evaluating and implementing possible controls and
procedures, the Company's management was required to apply its reasonable
judgment. Furthermore, in the course of this evaluation, management considered
certain internal control areas, in which we have made and are continuing to make
changes to improve and enhance controls. Based upon the required evaluation, the
Chief Executive Officer and the Chief Financial Officer concluded that as of
March 31, 2009, the Company's disclosure controls and procedures were effective
(at the "reasonable assurance" level mentioned above) to ensure that information
required to be disclosed by the Company in the reports it files or submits under
the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission's rules and forms.

From time-to-time, the Company and
its management have conducted and will continue to conduct further reviews and,
from time to time put in place additional documentation, of the Company's
disclosure controls and procedures, as well as its internal control over
financial reporting. The Company may from

Page 20

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

(b)        Changes in
internal controls.

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

Page 21

PART II - OTHER INFORMATION

ITEM 1.          Legal
Proceedings

We are not currently a party to any legal
proceeding, and was not a party to any other legal proceeding during the quarter
ended March 31, 2009. We are currently not aware of any other legal proceedings
proposed to be initiated against the Company. However, from time to time, we may
become subject to claims and litigation generally associated with any business
venture.

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

During the quarter ended March 31, 2009, we
completed private placement offerings of 3.5 million shares at $0.15 per share. 
Total proceeds of the offering was $525,000.

Subsequent to the quarter ended March 31, 2009,
we completed private placement offerings of 1.5 million shares at $0.15 per
share.  Total proceeds of the offering was $225,000.

ITEM 3.          Defaults
Upon Senior Securities

Not applicable.

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

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

ITEM 5.          Other
Information

The Company did not
enter any new reportable agreements during the quarter ended March 31, 2009.

During the quarter ended March 31, 2009, the
Company was granted two Letters of Intent by the Lotteries and Gaming Authority
of Malta, and commenced operating under that jurisdiction. Such Letters of
Intent enable us to advertise in the United Kingdom.

Page 22

ITEM
6.          Exhibits and reports on Form 8-K

Exhibits

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

|Exhibit Number | Description                                                                                                                                                                                                 
|-------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.4            | Convertible
		Debenture between the Company and unrelated parties dated July 2, 2002.
		(b)                                                                                                                 
|4.5            | Common Stock Purchase Warrant between
		the Company and unrelated parties dated July 2, 2002. (b)                                                                                                           
|10.2           | Asset Purchase Agreement by and between
		Bingo, Inc. and Progressive Lumber, Corp. dated January 18, 1999. (a)                                                                                             
|10.24          | Amended Consulting Agreement dated
		February 28, 2002, between the Company, T.M. Williams (Row), Ltd., and
		T.M. Williams. (c)                                                                            
|10.29          | Amendment of Asset
		Purchase Agreement dated July 1, 2002. (d)                                                                                                                                             
|10.32          | Code of Business
		Conduct and Ethics dated December 22, 2006. (e)                                                                                                                                          
|31.1           | Certificate of Chief Executive Officer
		pursuant to the Securities Exchange Act Rules 13a-15(e) and 15d -15(e)
		as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
		dated May 15, 2009.
|31.2           | Certificate of Chief Financial Officer
		pursuant to the Securities Exchange Act Rules 13a-15(e) and 15d -15(e)
		as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
		dated May 15, 2009.
|32.1           | Certification from
		the Chief Executive Officer of Bingo.com, Ltd. pursuant to 18 U.S.C.
		Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
		Act of 2002 dated May 15, 2009.        
|32.2           | Certification from
		the Chief Financial Officer of Bingo.com, Ltd. pursuant to 18 U.S.C.
		Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
		Act of 2002 dated May 15, 2009.        

(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.

Reports on Form 8-K.

During the quarter ended March 31, 2009, we
filed an 8K announcing the completion of the private placement offering of 3.5
million shares at $0.15 per share.  Total proceeds of the offering was
$525,000.

Reports Subsequent to the
quarter ended March 31, 2009.

Subsequent to the quarter ended March 31, 2009,
we filed an 8K announcing the completion of the private placement offering of
1.5 million shares at $0.15 per share.  Total proceeds of the offering was
$225,000.

Page 23

SIGNATURES

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



|Date: | May 15, 2009 |                                                                                                                   | BINGO.COM, LTD.    
|----- | ------------ | ----------------------------------------------------------------------------------------------------------------- | -------------------
|      |              | (Registrant)                                                                                                     
|Date: | May 15, 2009 |                                                                                                                   | /S/ T.M. Williams  
|      |              | T. M. Williams,
		Chairman of the Board, Chief Executive Officer, and President
		(Principal
		Executive Officer)
|Date: | May 15, 2009 |                                                                                                                   | /S/
		H. W. Bromley
|      |              | H.W. Bromley, Chief
		Financial Officer
		(Principal
		Accounting Officer)                                       

Page 24

EXHIBIT 31.1

CERTIFICATIONS

I, T. M. Williams, certify that:

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

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

3. Based on my knowledge, the financial
statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations
and cash flows of Bingo.com, Ltd. as of, and for, the periods presented in this
quarterly report;

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

(a)   Designed such disclosure controls and
procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to
Bingo.com, Ltd.., including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which this
report is being prepared;

(b)   Designed such internal control over
financial reporting, or caused such internal control over financial reporting to
be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles;

(c)   Evaluated the effectiveness of Bingo.com,
Ltd.'s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures,
as of as of March 31, 2009, covered by this quarterly report based on such
evaluation; and

(d)   Disclosed in this report any change
Bingo.com, Ltd.'s internal control over financial reporting that occurred during
Bingo.com, Ltd.'s most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, Bingo.com, Ltd.'s internal control over
financial reporting; and

5.  Bingo.com, Ltd.'s other certifying
officer(s) and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to Bingo.com, Ltd.'s auditors and the audit
committee of Bingo.com, Ltd.'s board of directors (or persons performing the
equivalent functions):

(a)   All significant deficiencies and material
weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect Bingo.com, Ltd.'s
ability to record, process, summarize and report financial information; and

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

Signed:  /S/ T. M.  Williams                                                    
Date :May 15, 2009

T. M. Williams, Chairman of the Board,

Chief Executive Officer and President

(Principal Executive Officer)

Page 25

EXHIBIT 31.2

CERTIFICATIONS

I, H. W. Bromley, certify that:

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

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

3. Based on my knowledge, the financial
statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations
and cash flows of Bingo.com, Ltd. as of, and for, the periods presented in this
quarterly report;

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

(a)   Designed such disclosure controls and
procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to
Bingo.com, Ltd., including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this
report is being prepared;

(b)   Designed such internal control over
financial reporting, or caused such internal control over financial reporting to
be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles;

(c)   Evaluated the effectiveness of Bingo.com,
Ltd.'s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures,
as of as of March 31, 2009, covered by this quarterly report based on such
evaluation; and

(d)   Disclosed in this report any change
Bingo.com, Ltd.'s internal control over financial reporting that occurred during
Bingo.com, Ltd.'s most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, Bingo.com, Ltd.'s internal control over
financial reporting; and

5.  Bingo.com, Ltd.'s other certifying
officer(s) and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to Bingo.com, Ltd.'s auditors and the audit
committee of Bingo.com, Ltd.'s board of directors (or persons performing the
equivalent functions):

(a)   All significant deficiencies and material
weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect Bingo.com, Ltd.'s
ability to record, process, summarize and report financial information; and

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



Signed:  /S/ H. W. Bromley                                                    
Date :May 15, 2009

H.W. Bromley,

Chief Financial Officer

(Principal Accounting Officer)

Page 26

EXHIBIT 32.1

CERTIFICATION
PURSUANT TO

18 U.S.C.
SECTION 1350,

AS ADOPTED
PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of
Bingo.com, Ltd. (the "Company") on Form 10-Q for the period ended
March 31, 2009, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, T. M.
Williams, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:

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

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



/S/ T.M. Williams

T. M. Williams

President and Chief
Executive Officer

May 15, 2009

A signed original of this written statement
required by Section 906 has been provided to Bingo.com, Ltd. and will be
retained by the company and furnished to the Securities and Exchange Commission
or its staff upon request.

Page 27

EXHIBIT 32.2

CERTIFICATION
PURSUANT TO

18 U.S.C.
SECTION 1350,

AS ADOPTED
PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of
Bingo.com, Ltd. (the "Company") on Form 10-Q for the period ended
March 31, 2009, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, H. W.
Bromley, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:

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

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



/S/ H. W. Bromley

H. W. Bromley

Chief Financial
Officer

May 15, 2009



A signed original of this written statement
required by Section 906 has been provided to Bingo.com, Ltd. and will be
retained by the company and furnished to the Securities and Exchange Commission
or its staff upon request.



Page 28