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

**FORM  10-QSB**

(Mark  one)

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

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

 

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

 

Commission  File Number:  *333-120120-01*

   **     BINGO.COM, LTD. **

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

  

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

  

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

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

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

(Address  of principal executive offices) 

  

**(264)  461-2646**

(Issuer's  telephone number)

  

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

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

  

  

**BINGO.COM, LTD.**

**QUARTERLY REPORT ON FORM 10-QSB**

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

  

**TABLE OF CONTENTS**

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

 

Page 1

 PART I - FINANCIAL INFORMATION

 

** ****BINGO.COM,LTD.**

Consolidated BalanceSheets

|                                                                                                                                               |   | June 30, 2007 |   |   | December 31,  2006 |
|----------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------|--------|--------|--------------------|
|                                                                                                                                                    |        | (Unaudited)   |        |        | (Audited)          |
| Assets                                                                                                                                             |        |               |        |        |                    |
| Current assets:                                                                                                                                    |   |          |   |   |               |
| Cash                                                                                                                                               | $      | 1,243,308     |   | $      | 521,203            |
| Accounts receivable less allowance for doubtful

   accounts of $206,241 (December 31, 2006 - $206,241)                                            |   | 142,816       |   |   | 218,876            |
| Prepaid expenses                                                                                                                                   |   | 143,101       |   |   | 168,864            |
| Total Current Assets                                                                                                                               |   | 1,529,225     |   |   | 908,943            |
|                                                                                                                                               |   |          |   |   |               |
| Equipment, net                                                                                                                                     |   | 148,161       |   |   | 145,402            |
|                                                                                                                                               |   |          |   |   |               |
| Other assets                                                                                                                                       |   | 49,950        |   |   | 30,287             |
|                                                                                                                                               |   |          |   |   |               |
| Domain name  rights and intangible assets                                                                                                          |   | 1,270,012     |   |   | 1,274,955          |
|                                                                                                                                               |   |          |   |   |               |
| Deferred tax asset, less valuation allowance of $1,064,089  (December 31, 2006 - $976,168) (Note 5)                                                |   | -             |   |   | -                  |
|                                                                                                                                               |   |          |   |   |               |
| Total Assets                                                                                                                                       | $      | 2,997,348     |   | $      | 2,359,587          |
|                                                                                                                                               |   |          |   |   |               |
| Liabilities  and Stockholders' Equity                                                                                                              |   |          |   |   |               |
| Current liabilities:                                                                                                                               |   |          |   |   |               |
| Accounts payable                                                                                                                                   | $      | 228,142       |   | $      | 359,806            |
| Accrued liabilities                                                                                                                                |   | 71,055        |   |   | 56,936             |
| Accounts payable and accrued liabilities –  related

   party (Note 6)                                                                       |   | 28,367        |   |   | 16,377             |
| Unearned revenue                                                                                                                                   |   | 21,511        |   |   | -                  |
| Total Current Liabilities                                                                                                                          |   | 349,075       |   |   | 433,119            |
|                                                                                                                                               |   |          |   |   |               |
| Long-term liabilities                                                                                                                              |   |          |   |   |               |
| Loan payable – related party (Note 6)                                                                                                        |   | -             |   |   | 1,457              |
|                                                                                                                                               |   |          |   |   |               |
| Total Liabilities                                                                                                                                  |   | 349,075       |   |   | 434,576            |
|                                                                                                                                               |   |          |   |   |               |
| Commitments (Note 4)                                                                                                                               |   |          |   |   |               |
|                                                                                                                                               |   |          |   |   |               |
| Stockholders' equity (Note 3):                                                                                                                     |   |          |   |   |               |
| Common stock, no par value,  unlimited shares

   authorized, 33,749,703 shares issued  and outstanding

   (December 31, 2006 – 27,640,553) |   | 13,150,542    |   |   |  

11,574,851 |
| Accumulated deficit                                                                                                                                |   | (10,539,299)  |   |   | (9,674,420)        |
| Stock option subscriptions received in advance                                                                                                     |   | 12,450        |   |   | -                  |
| Accumulated other comprehensive loss:

     Foreign currency translation adjustment                                                                |   | 24,580        |   |   | 24,580             |
| Total Stockholders' Equity                                                                                                                         |   | 2,648,273     |   |   | 1,925,011          |
|                                                                                                                                               |   |          |   |   |               |
| Total Liabilities and Stockholders' Equity                                                                                                         | $      | 2,997,348     |   | $      | 2,359,587          |
|                                                                                                                                                    |        |               |        |        |                    |  |

Seeaccompanying notes to consolidated financial statements.

 Page    2

**BINGO.COM,LTD.**

Consolidated Statements of Operations

For the periods ended June 30, 2007 and2006

(Unaudited)

 

|                                                           |   | Six Months ended  June 30, 2007 |   | Six Months ended  June 30, 2006 |   | Three Months  ended June 30, 2007 |   | Three Months  ended June 30, 2006 |
|----------------------------------------------------------------|--------|---------------------------------|--------|---------------------------------|--------|-----------------------------------|--------|-----------------------------------|
|                                                           |   |                            |   |                            |   |                              |   |                              |
| Advertising revenue                                            | $      | 18,300                          | $      | 129,196                         | $      | 12,000                            | $      | 13,150                            |
| Gaming revenue                                                 |   | 265,650                         |   | 1,477,092                       |   | 265,650                           |   | 883,127                           |
| Total revenue                                                  |   | 283,950                         |   | 1,606,288                       |   | 277,650                           |   | 896,277                           |
|                                                           |   |                            |   |                            |   |                              |   |                              |
| Cost of producing revenue                                      |   | 337,627                         |   | 512,853                         |   | 307,297                           |   | 303,534                           |
|                                                           |   |                            |   |                            |   |                              |   |                              |
| Gross (loss) profit                                            |   | (53,677)                        |   | 1,093,435                       |   | (29,647)                          |   | 592,743                           |
|                                                           |   |                            |   |                            |   |                              |   |                              |
| Operating expenses:                                            |   |                            |   |                            |   |                              |   |                              |
| Depreciation and amortization                                  |   | 28,592                          |   | 25,723                          |   | 14,673                            |   | 15,384                            |
| General and administrative                                     |   | 216,870                         |   | 201,931                         |   | 119,530                           |   | 108,677                           |
| Salaries, wages, consultants

   and benefits                  |   | 369,861                         |   | 345,373                         |   | 200,944                           |   | 156,457                           |
| Selling and marketing                                          |   | 234,244                         |   | 479,594                         |   | 173,118                           |   | 280,404                           |
| Stock-based compensation                                       |   | 60,174                          |   | 53,106                          |   | 30,087                            |   | 30,172                            |
| Total operating expenses                                       |   | 909,741                         |   | 1,105,727                       |   | 538,352                           |   | 591,094                           |
|                                                           |   |                            |   |                            |   |                              |   |                              |
| (Loss) income before other income (expense) and income  taxes  |   | (963,418)                       |   | (12,292)                        |   | (567,999)                         |   | 1,649                             |
|                                                           |   |                            |   |                            |   |                              |   |                              |
| Other income (expense):                                        |   |                            |   |                            |   |                              |   |                              |
| Foreign exchange losses                                        |   | (15,694)                        |   | (16,252)                        |   | (4,331)                           |   | (14,614)                          |
| Gain on resolution of debt                                     |   | 36,895                          |   | 93,179                          |   | 4,198                             |   | 62,938                            |
| Loss on disposal of equipment                                  |   | -                               |   | (3,486)                         |   | -                                 |   | (3,486)                           |
| Interest income                                                |   | 10,747                          |   | 7,932                           |   | 9,614                             |   | 4,788                             |
| Other income                                                   |   | 6,591                           |   | 5,062                           |   | 2,606                             |   | 4,274                             |
| Profit from sale of US players

   and related assets (Note 2) |   | 60,000                          |   | -                               |   | 20,000                            |   | -                                 |
|                                                           |   |                            |   |                            |   |                              |   |                              |
| (Loss) income before income taxes                              |   | (864,879)                       |   | 74,143                          |   | (535,912)                         |   | 55,549                            |
|                                                           |   |                            |   |                            |   |                              |   |                              |
| Income tax expense                                             |   | -                               |   | -                               |   | -                                 |   | -                                 |
|                                                           |   |                            |   |                            |   |                              |   |                              |
| Net (loss) income                                              | $      | (864,879)                       | $      | 74,143                          | $      | (535,912)                         | $      | 55,549                            |
|                                                           |   |                            |   |                            |   |                              |   |                              |
| Net (loss) income per common share,  basic and diluted         | $      | (0.03)                          | $      | 0.00                            | $      | (0.02)                            | $      | 0.00                              |
|                                                           |   |                            |   |                            |   |                              |   |                              |
| Weighted average common shares outstanding, basic              |   | 31,583,531                      |   | 26,989,052                      |   | 33,749,703                        |   | 27,191,947                        |
| Weighted average common shares  outstanding, diluted           |   | 31,583,531                      |   | 31,507,399                      |   | 33,749,703                        |   | 31,535,731                        |

 

See accompanying notesto consolidated financial statements.

Page    3

**BINGO.COM, LTD.**

Consolidated Statements of Stockholders'Equity

Forthe period ended June 30, 2007

(Unaudited)

 

|                                                      | Common  stock |         | Accumulated  Other Comprehensive loss           |                  |
|-----------------------------------------------------------|---------------|--------------|-------------------------------------------------|-----------------------|
|                                                      | Shares        | Amount       | Stock  option subscriptions received in advance | Accumulated   Deficit | Foreign  currency translation adjustment | Total  Stockholders' Equity (Deficit) |
| Balance, December 31, 2006                                | 27,640,553    | $ 11,574,851 | $ -                                             | $  (9,674,420)        | $ 24,580 | $1,925,011 |
|                                                      |          |         |                                            |                  |   |   |
| Private placement                                         | 6,000,000     | 1,500,000    | -                                               | -                     | - | 1,500,000 |
|                                                      |          |         |                                            |                  |   |   |
| Exercise of stock options                                 | 109,150       | 9,858        | -                                               | -                     | - | 9,858 |
|                                                      |          |         |                                            |                  |   |   |
| Stock-based compensation                                  | -             | 60,174       | -                                               | -                     | - | 60,174 |
|                                                      |          |         |                                            |                  |   |   |
| Issuance of consultant stockoptions                       | -             | 5,659        | -                                               | -                     | - | 5,659 |
|                                                      |          |         |                                            |                  |   |   |
| Exercise of stock options –

   subscription shares |          |         | 12,450                                          |                  |   | 12,450 |
|                                                      |          |         |                                            |                  |   |   |
| Net loss                                                  | -             | -            | -                                               | (864,879)             |   | (864,879) |
| Balance, June 30, 2007                                    | 33,749,703    | $ 13,150,542 | $12,450                                         | $  (10,539,299)       | $ 24,580 | $ 2,648,273 |

 

See accompanying notesto consolidated financial statements.

 

Page    4

**BINGO.COM,LTD.**

Consolidated Statements of Cash Flows

SixMonths Ended June 30, 2007 and 2006

(Unaudited)

 

|                                                                               |   |   | 2007      |   | 2006      |
|------------------------------------------------------------------------------------|--------|--------|-----------|--------|-----------|
| Cash flows from operating activities:                                              |   |   |      |   |      |
| Net (loss) income                                                                  |   | $      | (864,879) | $      | 74,143    |
| Adjustments to reconcile net income  to net cash

   used in operating activities: |   |   |      |   |      |
| Depreciation and amortization                                                      |   |   | 28,592    |   | 25,723    |
| Gain on resolution of debt                                                         |   |   | (36,895)  |   | (93,179)  |
| Loss (gain) on disposal of  equipment                                              |   |   | -         |   | 3,486     |
| Stock-based compensation                                                           |   |   | 60,174    |   | 53,106    |
| Issuance of consultant stock  option                                               |   |   | 5,659     |   | 1,415     |
| Profit from the sale of US players  and related assets                             |   |   | (60,000)  |   | -         |
| Changes in operating assets and  liabilities:                                      |   |   |      |   |      |
| Accounts receivable                                                                |   |   | 76,060    |   | (82,965)  |
| Prepaid expenses                                                                   |   |   | 25,763    |   | (131,034) |
| Inventory                                                                          |   |   | -         |   | (1,909)   |
| Other assets                                                                       |   |   | (19,663)  |   | 2,462     |
| Accounts payable and accrued  liabilities                                          |   |   | (57,782)  |   | (21,901)  |
| Unearned revenue                                                                   |   |   | 21,511    |   | (56,134)  |
| Net cash used in operating activities                                              |   |   | (821,460) |   | (226,787) |
|                                                                               |   |   |      |   |      |
| Cash flows from investing activities:                                              |   |   |      |   |      |
| Acquisition of equipment                                                           |   |   | (37,398)  |   | (83,725)  |
| Proceeds from sale of US players and related assets                                |   |   | 60,000    |   | -         |
| Proceeds on disposal of equipment                                                  |   |   | 112       |   | -         |
| Net cash provided by (used in)  investing activities                               |   |   | 22,714    |   | (83,725)  |
|                                                                               |   |   |      |   |      |
| Cash flows from financing activities:                                              |   |   |      |   |      |
| Exercise of stock options                                                          |   |   | 9,858     |   | 98,575    |
| Stock option subscriptions received in advance                                     |   |   | 12,450    |   | -         |
| Private placement                                                                  |   |   | 1,500,000 |   | -         |
| Repayment of loans and notes payable                                               |   |   | (1,457)   |   | (9,403)   |
| Net cash provided by financing  activities                                         |   |   | 1,520,851 |   | 89,172    |
|                                                                               |   |   |      |   |      |
| Change in cash                                                                     |   |   | 722,105   |   | (221,340) |
|                                                                               |   |   |      |   |      |
| Cash, beginning of period                                                          |   |   | 521,203   |   | 1,071,088 |
| Cash, end of period                                                                |   | $      | 1,243,308 | $      | 849,748   |
|                                                                               |   |   |      |   |      |
| Supplementary  information:                                                        |   |   |      |   |      |
| Interest paid                                                                      |   | $      | -         | $      | -         |
| Income taxes paid                                                                  |   | $      | -         | $      | -         |
|                                                                               |   |   |      |   |      |
| Non-cash transactions:                                                             |   |   |      |   |      |
| Acquisition of equipment in exchange  for settlement of debt                       |   | $      | 10,878    | $      | -         |

 

Seeaccompanying notes to consolidated financial statements.

 

Page    5

**BINGO.COM, LTD.**

Notes to ConsolidatedFinancial Statements

Three and six months endedJune 30, 2007 and 2006

(Unaudited)

   

 
**1.     Basis of Presentation:**

The accompanying unaudited financial statements havebeen prepared by the Company in conformity with accounting principles generallyaccepted in the United States of America applicable to interim financialinformation and with the rules and regulations of the United States Securitiesand Exchange Commission.  Accordingly, certain information and footnotedisclosures normally included in financial statements prepared in accordancewith generally accepted accounting principles have been condensed, or omitted,pursuant to such rules and regulations.  In the opinion of management, theunaudited interim financial statements include all adjustments necessary forthe fair presentation of the results of the interim periods presented.  Alladjustments are of a normal recurring nature, except as otherwise noted below.These financial statements should be read in conjunction with Bingo.com, Ltd.'s(the "Company") audited consolidated financial statements and notes thereto forthe year ended December 31, 2006, included in the Company's Annual Report onForm 10-KSB, filed April 2, 2007, with the Securities and Exchange Commission.The results of operations for the interim periods are not necessarilyindicative of the results of operations for any other interim period or for afull fiscal year.

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

**2.    Saleof US players and related assets**

Effective October 12, 2006, in response to the United StatesUnlawful Internet Gambling Enforcement Act, the Company sold its United Statesplayers and related assets for $1,200,050, payable by the arms-length purchaserat a variable rate over the coming months. The Company will recognize theprofit from the sale of these assets as and when payment is received. Duringthe fourth quarter ended December 31, 2006, the Company collected $180,000 inpayment for these assets, with a further collection of $40,000 for the quarterended March 31, 2007, and $20,000 for the quarter ended June 30, 2007.

 

 

Amount

Sale of US players and related assets

$

1,200,050

 

 

 

Payments received, fourth quarter fiscal  2006

 

(180,000)

 

 

 

Balance December 31, 2006

 

1,020,050

 

 

 

Payments received during the period

 

(60,000)

 

 

 

Balance remaining June 30, 2007

$

960,050

**3.     Stockholder'sEquity:**

During the quarter ended March 31, 2007, Bingo.com,Ltd. completed a private placement offering of 6 million units at $0.25 perunit.  Total proceeds of the offering are $1.5 million.  Each unit consists ofone common share and one half common share purchase warrant.

Each whole warrant is exercisable into one additionalcommon share of the Company for a period of two years at an exercise price of$0.35 per share.  The warrants are non-transferable.

Page    6

**BINGO.COM, LTD.**

Notes to ConsolidatedFinancial Statements

Three and six months endedJune 30, 2007 and 2006

(Unaudited)

   

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

During the quarter ended March 31, 2007, the holdersof stock options exercised their options for 109,150 shares for $9,857 atexercise prices ranging from $0.05 to $0.10 per share.

During the quarter ended March 31, 2007, the Companygranted 865,000 stock options at exercise prices ranging from $0.27 to $0.33per share.

Duringthe quarter ended June 30, 2007, the holders of stock options exercised theiroptions for 221,500 shares for $12,450 at exercise prices ranging from $0.05 to$0.10 per share. 194,000 of these stock options were due to expire in July2007. These shares were issued subsequent to the quarter ended June 30, 2007.

Effective January 1,2006, the Company adopted SFAS No. 123(R), "Share-Based Payment"("SFAS 123(R)") and related interpretations which superseded APB No.25. SFAS 123(R) requires that all stock-based compensation be recognized as anexpense in the financial statements and that such cost be measured at the fairvalue of the award. This statement was adopted using the modified prospectivemethod, which requires the Company to recognize compensation expense on aprospective basis. Therefore, prior period financial statements have not beenrestated. Under this method, in addition toreflecting compensation expense for new share-based awards, expense is alsorecognized to reflect the remaining service period of awards that had beenincluded in pro-forma disclosures in prior periods. Had expense been recognizedusing the fair value method described in SFAS 123 (R), using the Black-Scholesoption-pricing model, we would have reported the following results ofoperations:

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

 

 

Three Months  ended June 30, 2007

 

Three Months  ended June 30, 2006

Expected dividend yield

 

-

 

-

Expected stock price volatility

 

90 – 91%

 

148 - 174%

Weighted average volatility

 

91%

 

155%

Risk-free interest rate

 

4.45 - 4.52%

 

0.98 - 3.19%

Expected life of options

 

2.5 - 5 years

 

2.5 - 3.56 years

Block discount applied

 

40%

 

40%

Theblock discount applied was due to the illiquidity of shares.

**4.   Commitments:**

TheCompany leases office facilities in Vancouver, British Columbia, Canada, TheValley, Anguilla, British West Indies and London, United Kingdom. These officefacilities are leased under a operating lease agreements. The Canadianoperating lease agreement expires on September 30, 2010.  The Anguillianoperating lease expires on September 30, 2008. The United Kingdom lease, whichis leased from a current director and officer of the Company does not have anexpiry date but has a 30 day notice period.

Page    7

**BINGO.COM, LTD.**

Notes to ConsolidatedFinancial Statements

Three and six months endedJune 30, 2007 and 2006

(Unaudited)

   

 
**4.   Commitments: (Continued)**

Minimumlease payments under these operating leases are approximately as follows:

 

 

 

2007

$

51,352

2008

 

102.538

2009

 

102,044

2010

 

85,551

 

 

 

TheCompany paid rent expense totaling $22,628 for the quarter ended June 30, 2007(June 30, 2006 - $16,353).

**5.     Income Taxes**

Thecomputed benefit / expense differed from the amounts computed by applying theUnited States of America federal income tax rate of 34 percent and variousother rates for other jurisdictions to the pretax income / losses fromoperations as a result of the following:

 

 

June  30, 2007

Computed "expected" tax expense

$

296,252

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

 

(105,518)

Other

 

(1,180)

Change in exchange rates

 

(101,633)

Change in valuation allowance

 

87,921

 

$

-

Thetax effects of temporary differences that give rise to significant portions ofthe deferred tax assets and deferred tax liabilities at June 30, 2007, andDecember 31, 2006, are presented below:

 

 

June 30, 2007

 

December 31, 2006

Deferred tax assets:

 

 

 

 

   Net operating loss carry forwards

$

1,064,089

$

976,168

 

 

 

 

 

   Valuation Allowance

 

(1,064,089)

 

(976,168)

 

$

-

$

-

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

Management considers the scheduledreversal of deferred tax liabilities, projected future taxable income, and taxplanning strategies in assessing the realizability of deferred tax assets.  Inorder to fully realize the deferred tax asset attributable to net operatingloss carryforwards, the Company will need to generate future taxable income ofapproximately $2,200,000 in Canada prior to the expiration of the net operatingloss carryforwards. These net operating loss carryforwards begin expiring in2007 in Canada.

 

Page    8

**BINGO.COM, LTD.**

Notes to ConsolidatedFinancial Statements

Three and six months endedJune 30, 2007 and 2006

(Unaudited)

   

 
**6.    Related Party Transactions**

The Company has a liability of $2,795(December 31, 2006 - $2,163), to a company owned by a current director andofficer of the Company for payment of services rendered and expenses incurredby the current director and officer of the Company.

Payments made to Bingo, Inc. in relation to the domainname purchase payment totaled $11,106 during the quarter ended June 30, 2007 (Quarterended June 30, 2006 - $35,851).

Duringthe quarter ended June 30, 2007, the Company supplied administration servicesof $105 (June 30, 2006 - $1,174) to a company whose director is a current director and officer of the Company. Inaddition, the Company incurred administrative expenses in connection with thisrelated company and as at June 30, 2007, there was a receivable balance of$12,252 (December 31, 2006 - $12,808).

**7.     Segmented information:**

The Company operates in one reportable business segment, the businessof providing games and entertainment based on the game of bingo through itsinternet portal, bingo.com, supported mainly by receiving deposits for thegames for money and selling advertising on the website.  The gaming revenue forthe quarter ended June 30, 2007, and the year ended December 31, 2006, has beenderived primarily from receiving deposits for the games for money.

**8.           Concentrations**

               Majorcustomers

For the period ended June 30,2007, there were no sales to customers, which were in excess of 10% of totalsales.

               Equipment

The Company's equipment islocated as follows:

 

 

June 30,

2007

 

December 31,  2006

 

 

 

 

 

Canada

$

84,436

$

68,932

Curacao, Netherlands Antilles

 

63,725

 

76,470

 

$

148,161

$

145,402

**9.    Concentrations of Credit Risk:**

Financial instruments that potentially subject the Company toconcentrations of credit risk consist primarily of cash and accountsreceivable.  The Company places its cash with internationally recognized financialinstitutions and limits the amount of credit exposure with any one institution.

The Company currently maintains a substantial portionof its day-to-day operating cash balances at a single financial institution.The Company had cash balances of $1,236,857 (December 31, 2006 - $521,203) asof June 30, 2007, which are in excess of the applicable insured limit.

Page    9

**BINGO.COM, LTD.**

Notes to ConsolidatedFinancial Statements

Three and six months endedJune 30, 2007 and 2006

(Unaudited)

   

 
**9.     Concentrationsof Credit Risk: (Continued)**

As of June 30, 2007, the Company had $942,602 (December 31, 2006 -$139,774), in excess of the applicable insured limits.

The Company has concentrations of creditrisk with respect to accounts receivable, as large amounts of its accountsreceivable are concentrated geographically in Canada, Curacao, NetherlandsAntilles, Ireland, Israel, and the United Kingdom amongst a small number ofcustomers.

As of June 30, 2007, two customers totaling $79,089 and$26,439, who accounted for total accounts receivable greater than 10%. As ofDecember 31, 2006, three customers, totaling $49,206, $39,576 and $34,804 whoaccounted for greater than 10% of the total accounts receivable.

The Company controls credit risk through monitoring proceduresand receiving prepayments of cash for services rendered.  The Company performscredit evaluations of its customers but generally does not require collateralto support accounts receivable.

 

Page    10

**ITEM 2.         Management'sDiscussion and Analysis or Plan of Operation**
Thefollowing Management's Discussion and Analysis or Plan of Operation containsforward-looking statements that involve risks and uncertainties, as describedbelow.  Bingo.com, Ltd.'s (the "Company", "we", or "us") actual results coulddiffer materially from those anticipated in these forward-looking statements.The following discussion should be read in conjunction with the unauditedinterim consolidated financial statements and notes thereto included in Part I- Item 1 of this Quarterly Report, and the audited consolidated financialstatements and notes thereto and the Management Discussion and Analysis or planof Operations included in our Annual Report on Form 10-KSB for the fiscal yearended December 31, 2006.

**FORWARDLOOKING STATEMENTS**

**All statements contained inthis Quarterly Report on Form 10-QSB and the documents incorporated herein byreference, as well as statements made in press releases and oral statements thatmay be made by us or by officers, directors or employees acting on our behalf,that are not statements of historical fact constitute "forward-lookingstatements" within the meaning of the Private Securities Litigation ReformAct of 1995. Such forward-looking statements involve known and unknown risks,uncertainties and other factors that could cause our actual results to bematerially different from historical results or from any future resultsexpressed or implied by such forward-looking statements. Readers should considerstatements 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 totrends in net sales, gross margin, anticipated expense levels and liquidity andcapital resources, constitute forward-looking statements. Particular attentionshould be paid to the facts of our limited operating history, theunpredictability of our future revenues, our need for and the availability ofcapital resources, the evolving nature of our business model, and the risksassociated with systems development, management of growth and businessexpansion. Except as required by law, we undertake no obligation to update anyforward-looking statement, whether as a result of new information, future eventsor otherwise. All cautionary statements made herein should be read as beingapplicable to all forward-looking statements wherever they appear. Readersshould consider the risks more fully described in our Annual Report on Form10-KSB for the year ended December 31, 2006, filed with the Securities andExchange Commission (the "SEC") and should not place undue reliance onany forward-looking statements.**

Page  11

**OVERVIEW**

We are in the business of developing and operating abingo based web portal designed to provide a variety of internet based gamesplayed by individuals plus other forms of entertainment, including an onlinecommunity, chat rooms, contests, sweepstakes, tournaments, and more. Using ourbingo.com domain name and incorporating a variety of games and content toattract and retain a large number of subscribers, we have built one of theleading bingo-based portals on the Internet. Our website has attracted millionsof visitors of which over 1,800,000 have gone through a detailed sign-upprocess and become registered users. The levels of Internet traffic have adirect 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 intotheir account on our website and then playing games for money. An additionalsource of revenue comes from selling advertising on our portal to othercompanies who wish to advertise their products to our user demographic. Weobtained a gaming license and commenced gaming operations from Curacao,Netherlands Antilles in May 2005.

Our website provides players the ability to purchasebingo cards online for cash, with the winner of each bingo game winning apercentage of the total cards purchased for that particular bingo game. Inaddition, we provide entertainment content to our players in the form of eitherfree-to-play, or pay-to play multiplayer theme bingo games, such as AstrologyBingo, Cupid Bingo, and the like, as well as online video poker, sweepstakesand slot machines. We also offer our players other forms of entertainment suchas chat rooms and member profiles.

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

We have made a significant investment in thedevelopment of our website, purchase of domain name, branding, marketing, andmaintaining operations.  As a result we have incurred significant losses sinceinception, and as of June 30, 2007, had an accumulated deficit of $10,539,299.

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

We launched the United Kingdom focused website duringthe second quarter of 2007.

**CRITICAL ACCOUNTING POLICIES**

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

Page    12

  

We consider the following accounting policies to beboth those most important to the portrayal of our financial condition andrequire the most subjective judgment:

- Revenue recognition;

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

Revenuerecognition:

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

Advertising revenues have been recognized as the advertisingcampaign or impressions and clicks are made on the website and when collectionof the amounts are reasonably assured. Cash received in advance of theadvertising campaigns or impressions and clicks are recorded under unearnedrevenue.

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

The Company accounts for long-lived assets inaccordance with the provisions of SFAS No. 144 "Accounting for the Impairmentor Disposal of Long-Lived Assets" and SFAS No. 142 "Accounting for Goodwill andOther Intangible Assets". As of June 30, 2007, the only long-lived assetsreported on the Company's consolidated balance sheet are equipment, intangibleassets and domain name rights.  These provisions require that long-lived assetsand certain identifiable recorded intangibles be reviewed for impairmentwhenever events or changes in circumstances indicate that the carrying amountof an asset may not be recoverable.  Recoverability of assets to be held andused is measured by a comparison of the carrying amount of an asset to futurenet cash flows expected to be generated by the asset.  If such assets areconsidered to be impaired, the impairment to be recognized is measured by theamount by which the carrying amount of the assets exceed the fair value of theassets.  Assets to be disposed of are reported at the lower of the carryingamount and the fair value less costs to sell.

**RESULTSOF OPERATIONS**

               **Revenue**

Total revenue decreased to $265,650 for the quarterended June 30, 2007, a decrease from revenue of $896,277 for the same period inthe prior year and an increase from revenue of $6,300 in the first quarter of2007. Effective October 12, 2006, in response to the United States UnlawfulInternet Gambling Enforcement Act of 2006 we sold our US players and relatedassets to an unrelated company. During the quarter ended June 30, 2007 we hadGaming Revenue of $265,650, compared to Gaming Revenue of $883,127 in thesecond quarter of 2006 and $nil in the first quarter of 2007 for this reason.  Weearned advertising revenue of $12,000 in the quarter ended June 30, 2007, adecrease of 9% from advertising revenue of $13,150 in the second quarter of2006 and an increase from advertising revenue of $6,300 in the first quarter of2007.

**Cost of revenue**

We recorded cost of revenue of $307,297 during thequarter ended June 30, 2007, an increase of 1% compared to costs of $303,534for the same period in the prior year and an increase of 90% over costs of$30,330 in the first quarter of 2007.  The gross margin decreased for thequarter ended June 30, 2007, compared to 66% gross margin in the second quarterof 2006. Cost of revenue consists of bonuses granted to players to register onour website and deposit bonuses, the cost of hosting the website, paymentprocessing fees in relation to deposits from and withdrawals to our players,software license fees, and the domain name purchase payments. The increase incost of revenue, compared to the second quarter of 2006 and the first quarterof 2007, is due to the launch of the UK website and the many bonuses granted toplayers to encourage them to play on our website. The awarding of signup anddeposit bonuses is required both to be competitive with other bingo-orientedwebsites and to build a large customer base as quickly as possible.

 

Page    13

               **Sales and marketing expenses**

Sales and marketing expenses decreased to $173,118 forthe quarter ended June 30, 2007, a decrease of 38% over expenses of $280,404 inthe second quarter of 2006 and an increase of 183% from expenses of $61,126 inthe first quarter of 2007. Sales and marketing expenses include principallycosts for marketing, prizes for our players and bonuses and incentives offeredto gaming players. This decrease for the quarter ended June 30, 2007, comparedto the second quarter of 2006 is due to the sale of our US players during thefourth quarter of 2006 and therefore a reduction in incentives offered togaming players. This decrease is offset by the increase in marketing spend inthe quarter ended June 30, 2007, especially television advertising, to launchthe website in the United Kingdom.

We expect tocontinue to incur sales and marketing expenses to increase traffic, especiallywith the launch of our website in the United Kingdom and deposits to our webportal. These costs will include bonuses and incentives, commissions, salaries,advertising, and other promotional expenses intended to increase our subscriberbase and improve gaming revenue. There can be no assurances that theseexpenditures will result in increased traffic or significant additionalrevenue.

               **Generaland administrative expenses**

General and administrative expenses consist primarilyof premises costs for our office, legal and professional fees, and othergeneral corporate and office expenses.  General and administrative expensesincreased to $119,530 for the second quarter of 2007, an increase of 10% fromcosts of $108,677 for the same period last year and an increase of 23% fromcosts of $97,340 in the first quarter of 2007. The increase in general andadministrative expenses compared to the second quarter of 2006, is due to legaladvice on the entry into the United Kingdom and legal advice for the filing ofthe SB2. The increase compared to the first quarter of 2007, is due to thelaunch of the United Kingdom website during the quarter ended June 30, 2007,and the establishment of the United Kingdom office.

We expect tocontinue to incur general and administrative expenses to support the business,and there can be no assurances that we will be able to generate sufficientrevenue to cover these expenses.

**Salaries, wages, consultants and benefits**

Salaries, wages, consultants and benefits increased to$200,944 for the quarter ended June 30, 2007, an increase of 28% compared tosalaries, wages, consultants and benefits of $156,457 in the second quarter of2006 and an increase of 19% over salaries, wages, consultants and benefits of$168,917 in the first quarter of 2007. This increase compared to the secondquarter of 2006 and the first quarter of 2007, is due to the recruitment ofadditional staff in order to run the expanded business and regular increases inthe rates of pay.

**Depreciation and amortization**

Depreciationand amortization includes depreciation on our equipment and amortization of theintangible asset relating to the email list.  Equipment is depreciated usingthe declining balance method over the useful lives of the assets, ranging fromthree to five years. Depreciation and amortization decreased to $14,673 duringthe quarter ended June 30, 2007, a decrease of 5% over costs of $15,384 duringthe same quarter in the prior year and an increase of 5% from costs of $13,919in the first quarter of 2007.  The decrease in depreciation and amortizationcan be explained due to the aging of assets compared to the second quarter ofthe prior year. The increase compared to the first quarter of 2007, is due tothe acquisition of equipment, especially computers and servers, to enable us torun the expanded business .

**Stock based Compensation**

Duringthe year ended December 31, 2006, the Company adopted SFAS No. 123R (revised2004) Share-Based Payments, which requires us to expense stock options granted.Stock based compensation

Page    14

decreased to $30,087 during the quarter ended June 30,2007, a decrease over stock based compensation of $30,172 during the samequarter in the prior year and stock based compensation of $30,172 in the firstquarter of 2007.

**Profit on sale of US Gaming players**

Effective October 12, 2006, in responseto the United States Unlawful Internet Gambling Enforcement Act, we sold ourUnited States players and related assets for $1,200,050, to an arms lengththird party payable by the purchaser at a variable rate over the coming months.We recognize the profit from the sale of these assets as and when payment isreceived. During the quarter ended June 30, 2007, we collected $20,000 of the$1,200,050 due, compared to payments received of $40,000 in the first quarterof 2007.

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

Net loss for the three months ended June 30, 2007,amounted to $535,912, a loss of $0.02 per share, compared to a net income of$55,549 or $0.00 per share for the same period in 2006 and compared to a netloss of $328,967or $0.01 per share in the first quarter of 2007. This decreaseis due to the decrease in revenue as a result of the sale of the US gamingplayers and an increase in bonuses awarded to new players as an inducement toplay on our website and an increase in marketing of our website.

**LIQUIDITYAND CAPITAL RESOURCES**

We had cash of $1,243,308 and working capital of $1,180,150at June 30, 2007.  This compares to cash of $521,203 and working capital of$475,824 at December 31, 2006.

Duringthe quarter ended June 30, 2007, we used cash of ($821,460) from operatingactivities compared to using cash of ($226,787) in the same period in the prioryear. 

Our future capital requirements will depend on anumber of factors, including costs associated with development of our Webportal, the success and acceptance of gaming operations and the possibleacquisition of complementary businesses, products and technologies.

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

**ITEM 3.           Controlsand Procedures.**

(a)                  Evaluation of disclosure controlsand procedures.

As required by Rule 13a-15 under theSecurities Exchange Act of 1934, as amended (the "Exchange Act"), theCompany carried out an evaluation under the supervision and with the participationof the Company's management, including the President and Chief ExecutiveOfficer and the Chief Financial Officer, of the effectiveness of the Company'sdisclosure controls and procedures as of June 30, 2007. In designing andevaluating the Company's disclosure controls and procedures, the Company andits management recognize that there are inherent limitations to theeffectiveness of any system of disclosure controls and procedures, includingthe possibility of human error and the circumvention or overriding of thecontrols and procedures. Accordingly, even effective disclosure controls andprocedures can only provide reasonable assurance of achieving their desiredcontrol objectives. Additionally, in evaluating and implementing possible controlsand procedures, the Company's management was required to apply its reasonablejudgment. Furthermore, in the course of this evaluation, management consideredcertain internal control areas, in which we have made and are continuing tomake changes to improve and 

Page    15

enhance controls. Based upon the requiredevaluation, the Chief Executive Officer and the Chief Financial Officerconcluded that as of June 30, 2007, the Company's disclosure controls andprocedures were effective (at the "reasonable assurance" levelmentioned above) to ensure that information required to be disclosed by theCompany in the reports it files or submits under the Exchange Act is recorded,processed, summarized and reported within the time periods specified in theSecurities and Exchange Commission's rules and forms.

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

(b)                  Changes in internal controls.

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

Page    16

**PART II – OTHER INFORMATION**

**ITEM 1.           LegalProceedings**

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

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

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

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

During the quarter ended March 31, 2007, we completeda private placement offering of 6 million units at $0.25 per unit.  Totalproceeds of the offering are $1.5 million.  Each unit consists of one commonshare and one half common share purchase warrant.  Each whole warrant isexercisable into one additional common share for a period of two years at anexercise price of $0.35 per share.  The warrants are non-transferable. Thefunds will be used to fund our expansion into new territories, especially theUnited Kingdom.

**ITEM 3.           DefaultsUpon Senior Securities**

Not applicable.

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

There were no matterssubmitted to the shareholders during the period.  Subsequent to quarter endedJune 30, 2007, we held our Annual Meeting of Stockholders for the purposes ofelecting our directors and to ratify the appointment of Dohan and Company,CPA's, P.A., as our independent auditors for the 2007 fiscal year The Companyissued a schedule 14A proxy statement to the shareholders on June 12, 2007.

All nominees fordirectors were elected and the appointment of auditors was ratified. The votingon each matter is set forth below:

Election of the Directors of the Company.

Nominee                             For                       Against                Abstain

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

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

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

Page    17

Proposal toratify the appointment of Dohan and Company, CPA.'s, P.A., as our independentauditors for the 2007 fiscal year.

For                                Against                              Abstain

29,792,252                        8,781                                   1,898

 

**ITEM 5.           OtherInformation**

               **NewAgreements**

The Company did not enter anynew reportable agreements during the quarter ended June 30, 2007.

Page    18

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

Exhibits

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

Exhibit Number

Description

4.4

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

4.5

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

10.2

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

10.24

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

10.29

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

10.32

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

31.1

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

31.2

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

32.1

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

32.2

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

(a)Previously filed with the Registrant's registration statement on Form 10 onJune 9, 1999.

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

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

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

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

**Reports on Form 8-K.**

There were no Form 8-Kfiled during the quarter ended June 30, 2007.

**Reports Subsequent to thequarter ended June 30, 2007.**

The Company filed a Form 8-Kto report the results of the Annual General Meeting.

Page    19

**SIGNATURES**

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

 

Date:

August  14, 2007

 

BINGO.COM, LTD.

 

 

(Registrant)

Date:

August  14, 2007

 

*               /S/  T.M. Williams                            *

 

 

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

(Principal Executive and  Accounting Officer)

Date:

August  14, 2007

 

* *

*               /S/  H. W. Bromley                           *

 

 

H.W. Bromley, Chief  Financial Officer

(Principal Accounting  Officer)

Page20
   
**EXHIBIT 31.1**

**CERTIFICATIONS**

I, T. M. Williams, certify that:

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

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

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

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

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

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

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

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

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

(a)    Allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect Bingo.com, Ltd.'s ability to record, process, summarize andreport financial information; and

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

 

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

T.M. Williams, Chairman of the Board,

ChiefExecutive Officer, President and Secretary

(PrincipalExecutive Officer)

Page    21

**EXHIBIT 31.2**

**CERTIFICATIONS**

I, H. W. Bromley, certify that:

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

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

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

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

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

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

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

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

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

(a)    Allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect Bingo.com, Ltd.'s ability to record, process, summarize andreport financial information; and

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

 

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

H.W.Bromley,

ChiefFinancial Officer

(PrincipalAccounting Officer)

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**EXHIBIT 32.1**

**CERTIFICATIONPURSUANT TO**

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

**AS ADOPTEDPURSUANT TO**

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

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

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

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

 

                                                                                          */S/T.M. Williams             *

                                                                           T.M. Williams

                                                                           Presidentand Chief Executive Officer

                                                                                      August14, 2007

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

 

Page    23

**EXHIBIT 32.2**

**CERTIFICATIONPURSUANT TO**

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

**AS ADOPTEDPURSUANT TO**

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

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

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

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

 

                                                                           *              /S/H. W. Bromley            *

                                                                           H.W. Bromley

                                                                           ChiefFinancial Officer

                                                                                      August14, 2007

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

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