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
	endedMarch 31, 2010

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

Commission
    File Number: 333-120120-01

BINGO.COM, LTD.

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



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



National Bank of Anguilla Corporate Building, 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
			57,877,703 as
		of May 15, 2010.                                                                           



BINGO.COM,
	LTD.

QUARTERLY
	REPORT ON FORM 10-Q

FOR THE
	PERIOD ENDED MARCH 31, 2010



TABLE OF
	CONTENTS

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

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

Page 1

# PART I - FINANCIAL INFORMATION

## ITEM
  1.                     
  Financial Statements.

BINGO.COM,
  LTD. and Subsidiaries

Consolidated
	Balance Sheets

|                                                                                                                                                  |   | March 31, 2010 |  |   | December 31, 2009
|------------------------------------------------------------------------------------------------------------------------------------------------- | - | -------------- |  | - | -----------------
|                                                                                                                                                  |   | (Unaudited)    |  |   | (Audited)        
|Assets                                                                                                                                            |   |                |  |   |                  
|Current assets:                                                                                                                                   |   |                |  |   |                  
|Cash                                                                                                                                              | $ | 297,662        |  | $ | 557,251          
|Accounts
			receivable less allowance for doubtful
			accounts
			$769,550  (December 31, 2009 - $774,550)                                        |   | 75,271         |  |   | 43,523           
|Prepaid
			expenses                                                                                                                               |   | 54,643         |  |   | 72,770           
|Total Current
			Assets                                                                                                                           |   | 427,576        |  |   | 673,544          
|                                                                                                                                                  |   |                |  |   |                  
|Equipment, net                                                                                                                                    |   | 168,405        |  |   | 190,141          
|                                                                                                                                                  |   |                |  |   |                  
|Other assets                                                                                                                                      |   | 134,565        |  |   | 148,552          
|                                                                                                                                                  |   |                |  |   |                  
|Domain name
			rights and intangible assets                                                                                                       |   | 1,257,241      |  |   | 1,257,241        
|                                                                                                                                                  |   |                |  |   |                  
|Deferred tax
			asset, less valuation allowance of $261,318 (December 31, 2009 -
			$148,023) (Note 6)                                            |   | -              |  |   | -                
|                                                                                                                                                  |   |                |  |   |                  
|Total Assets                                                                                                                                      | $ | 1,987,787      |  | $ | 2,269,478        
|                                                                                                                                                  |   |                |  |   |                  
|Liabilities and
			Stockholders' Equity                                                                                                           |   |                |  |   |                  
|Current
			liabilities:                                                                                                                           |   |                |  |   |                  
|Accounts
			payable                                                                                                                               | $ | 79,576         |  | $ | 89,419           
|Accrued
			liabilities                                                                                                                            |   | 152,745        |  |   | 132,112          
|Accounts
			payable and accrued liabilities - related party
			(Note
			7)                                                                        |   | 135,486        |  |   | 69,318           
|Provision for
			progressive jackpots                                                                                                             |   | 296,406        |  |   | 304,683          
|Players float                                                                                                                                     |   | 80,111         |  |   | 97,813           
|Total Current
			Liabilities                                                                                                                      |   | 744,324        |  |   | 693,345          
|                                                                                                                                                  |   |                |  |   |                  
|Commitments
			(Note 5)                                                                                                                           |   |                |  |   |                  
|Contingent
			liabilities (Notes 9, 10 and 11)                                                                                                    |   |                |  |   |                  
|Subsequent
			event (Note 12)                                                                                                                     |   |                |  |   |                  
|                                                                                                                                                  |   |                |  |   |                  
|Stockholders'
			equity (Note 4):                                                                                                                 |   |                |  |   |                  
|Common stock,
			no par value, unlimited shares
			authorized,
			42,877,703 shares issued and outstanding
			(December 31,
			2009 - 41,517,703) |   | 15,015,290     |  |   | 14,799,154       
|Subscriptions
			received in advance                                                                                                              |   |                |  |   | 204,000          
|Accumulated
			deficit                                                                                                                            |   | (13,796,407)   |  |   | (13,451,601)     
|Accumulated
			other comprehensive loss:
			Foreign
			currency translation adjustment                                                            |   | 24,580         |  |   | 24,580           
|Total
			Stockholders' Equity                                                                                                                     |   | 1,243,463      |  |   | 1,576,133        
|                                                                                                                                                  |   |                |  |   |                  
|Total
			Liabilities and Stockholders' Equity                                                                                                     | $ | 1,987,787      |  | $ | 2,269,478        
|                                                                                                                                                  |   |                |  |   |                  

See accompanying notes to consolidated financial statements.

Page
    2

BINGO.COM, LTD.

  and Subsidiaries

Consolidated
  Statements of Operations

Three Months
	Ended March 31, 2010 and 2009

(Unaudited)

|                                                                 |  |   | 2010       |  |   | 2009      
|---------------------------------------------------------------- |  | - | ---------- |  | - | ----------
|                                                                 |  |   |            |  |   |           
|Advertising revenue                                              |  | $ | 45,523     |  | $ | 39,898    
|Gaming revenue                                                   |  |   | 1,209,269  |  |   | 1,284,732 
|Total revenue                                                    |  |   | 1,254,792  |  |   | 1,324,630 
|                                                                 |  |   |            |  |   |           
|Operating expenses:                                              |  |   |            |  |   |           
|Cost of producing revenue                                        |  |   | 857,402    |  |   | 870,349   
|Depreciation and amortization                                    |  |   | 16,076     |  |   | 16,701    
|Directors fees                                                   |  |   | 1,500      |  |   | -         
|General and administrative                                       |  |   | 136,806    |  |   | 113,083   
|Salaries, wages, consultants and benefits                        |  |   | 261,988    |  |   | 239,799   
|Selling and marketing                                            |  |   | 314,087    |  |   | 334,245   
|Stock-based compensation                                         |  |   | 9,306      |  |   | 13,250    
|Total operating expenses                                         |  |   | 1,597,165  |  |   | 1,587,427 
|                                                                 |  |   |            |  |   |           
|Loss before other income (expense) and income
			taxes           |  |   | (342,373)  |  |   | (262,797) 
|                                                                 |  |   |            |  |   |           
|Other income (expense):                                          |  |   |            |  |   |           
|Foreign exchange gains (loss)                                    |  |   | 4,314      |  |   | (11,912)  
|Gain on resolution of debt                                       |  |   | -          |  |   | 22,820    
|Loss on disposal of equipment                                    |  |   | (5,374)    |  |   |           
|Interest and other income                                        |  |   | 210        |  |   | 415       
|Profit from sale of US players and related
			assets(Note 3)     |  |   | 5,000      |  |   | 7,500     
|                                                                 |  |   |            |  |   |           
|Loss before income taxes                                         |  |   | (338,223)  |  |   | (243,974) 
|                                                                 |  |   |            |  |   |           
|Income tax expense                                               |  |   | (6,583)    |  |   | -         
|                                                                 |  |   |            |  |   |           
|Net loss                                                         |  | $ | (344,806)  |  | $ | (243,974) 
|                                                                 |  |   |            |  |   |           
|Net loss per
			common share, basic and diluted                  |  | $ | (0.01)     |  | $ | (0.01)    
|                                                                 |  |   |            |  |   |           
|Weighted average common shares outstanding, basic
			and diluted |  |   | 42,756,814 |  |   | 38,177,036

See
	accompanying notes to consolidated financial statements.

Page
    3

BINGO.COM,
  LTD.

  and Subsidiaries

Consolidated
  Statements of Stockholders' Equity

For the period ended March 31, 2010

(Unaudited)

|                                        | Common stock |                 |                     | Accumulated
			Other Comprehensive loss |                                            |                              
|--------------------------------------- | ------------ | --------------- | ------------------- | --------------------------------------- | ------------------------------------------ | -----------------------------
|                                        | Shares       | Amount          | Subscription shares | Accumulated Deficit                     | Foreign
			currency translation adjustment | Total
			Stockholders' Equity
|Balance, December 31, 2009              | 41,517,703   | $14,799,154     | $204,000            | $(13,451,601)                           | $ 24,580                                   | $1,576,133                   
|                                        |              |                 |                     |                                         |                                            |                              
|Issuance of Subscription
			shares      | 1,360,000    | 204,000         | (204,000)           | -                                       | -                                          | -                            
|                                        |              |                 |                     |                                         |                                            |                              
|Stock-based compensation                | -            | 9,306           | -                   | -                                       | -                                          | 9,306                        
|                                        |              |                 |                     |                                         |                                            |                              
|Issuance of consultant stock
			Options | -            | 2,830           | -                   | -                                       | -                                          | 2,830                        
|                                        |              |                 |                     |                                         |                                            |                              
|Net
			loss                             | -            | -               | -                   | (344,806)                               | -                                          | (344,806)                    
|Balance, March 31, 2010                 | 42,877,703   | $
			15,015,290 | $ -                 | $
			(13,796,407)                       | $ 24,580                                   | $ 1,243,463                  
|                                        |              |                 |                     |                                         |                                            |                              

See
	accompanying notes to consolidated financial statements.

Page
    4

BINGO.COM, LTD.

  and Subsidiaries

Consolidated
  Statements of Cash Flows

Three Months Ended
	March 31, 2010 and 2009

(Unaudited)

|                                                                                  |  |   | 2010      |   | 2009     
|--------------------------------------------------------------------------------- |  | - | --------- | - | ---------
|Cash
			flows from operating activities:                                          |  |   |           |   |          
|Net
			loss                                                                       |  | $ | (344,806) | $ | (243,974)
|Adjustments to reconcile net loss to net cash
			used
			in operating activities: |  |   |           |   |          
|Depreciation and amortization                                                     |  |   | 16,076    |   | 16,701   
|Gain on resolution of debt                                                        |  |   | -         |   | (22,820) 
|Loss on disposal of equipment                                                     |  |   | 5,374     |   | -        
|Stock-based compensation                                                          |  |   | 9,306     |   | 13,250   
|Issuance of consultant stock option                                               |  |   | 2,830     |   | 2,830    
|Profit from the sale of US players and related assets                             |  |   | (5,000)   |   | (7,500)  
|Changes in operating assets and liabilities:                                      |  |   |           |   |          
|Accounts receivable                                                               |  |   | (31,748)  |   | (12,842) 
|Prepaid expenses                                                                  |  |   | 18,127    |   | 22,486   
|Other assets                                                                      |  |   | 13,987    |   | (13,389) 
|Accounts payable and accrued liabilities                                          |  |   | 76,958    |   | 66,050   
|Provision for progressive jackpots                                                |  |   | (8,277)   |   | 23,720   
|Players float                                                                     |  |   | (17,702)  |   | 15,863   
|Net
			cash used in operating activities                                          |  |   | (264,875) |   | (139,625)
|                                                                                  |  |   |           |   |          
|Cash
			flows from investing activities:                                          |  |   |           |   |          
|Acquisition of equipment                                                          |  |   | -         |   | (4,985)  
|Proceeds from sale of US players and related assets                               |  |   | 5,000     |   | 7,500    
|Proceeds on disposal of equipment                                                 |  |   | 286       |   | -        
|Net
			cash provided by investing activities                                      |  |   | 5,286     |   | 2,515    
|                                                                                  |  |   |           |   |          
|Cash
			flows from financing activities:                                          |  |   |           |   |          
|Exercise of stock options                                                         |  |   | -         |   | 5,500    
|Private placement                                                                 |  |   | -         |   | 525,000  
|Net
			cash provided by financing activities                                      |  |   | -         |   | 530,500  
|                                                                                  |  |   |           |   |          
|Change
			in cash                                                                 |  |   | (259,589) |   | 393,390  
|                                                                                  |  |   |           |   |          
|Cash,
			beginning of period                                                      |  |   | 557,251   |   | 412,002  
|Cash,
			end of period                                                            |  | $ | 297,662   | $ | 805,392  
|                                                                                  |  |   |           |   |          
|Supplementary information:                                                        |  |   |           |   |          
|Interest paid                                                                     |  | $ | -         | $ | -        
|Income taxes paid                                                                 |  | $ | ‐         | $ | ‐        
|                                                                                  |  |   |           |   |          
|Non-cash financing activity                                                       |  | $ | -         | $ | -        
|Non-cash investing activity                                                       |  | $ | -         | $ | -        

See accompanying notes to consolidated financial statements.

Page
    5

BINGO.COM,
LTD.and Subsidiaries

Notes to Consolidated Financial Statements

Three months ended
March 31, 2010 and 2009

(Unaudited)



1.         Basis of Presentation:

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

Continuing operations

These consolidated
financial statements have been prepared on the going concern basis, which
presumes the realization of assets and the settlement of liabilities in the
normal course of operations.  The application of the going concern basis is
dependent upon the Company achieving profitable operations to generate
sufficient cash flows to fund continued operations, or, in the absence of
adequate cash flows from operations, obtaining additional financing.  The
Company has reported losses from operations for the quarter ended March 31, 2010
and 2009, and has an accumulated deficit of $13,796,407 as at March 31, 2010.

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

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

Page 6

BINGO.COM,
LTD.and Subsidiaries

Notes to Consolidated Financial Statements

Three months ended
March 31, 2010 and 2009

(Unaudited)



2.         Summary of significant accounting policies:

(a)
  
Basis of
presentation:

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

(b)
  
Use of estimates:

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

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

(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 ASC 830, Foreign Currency Matters. Transaction amounts
denominated in foreign currencies are translated at exchange rates prevailing at
the transaction dates. Carrying values of monetary assets and liabilities are
adjusted at each balance sheet date to reflect the exchange rate at that date.
Non-monetary assets and liabilities are translated at the exchange rate on the
original transaction date.

Page 7

BINGO.COM,
LTD.and Subsidiaries

Notes to Consolidated Financial Statements

Three months ended
March 31, 2010 and 2009

(Unaudited)



2.     

Summary of significant accounting policies (Continued):

(d)  Foreign
currency: (Continued)

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

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

The Company
accounts for long-lived assets in accordance with the provisions of ASC 360,
Property, Plant and Equipment (previously SFAS No. 144 "Accounting for the
Impairment or Disposal of Long-Lived Assets") and ASC 350, Intangibles-Goodwill
and Others (previously SFAS No. 142 "Accounting for Goodwill and Other
Intangible Assets"). During the years presented, the only long-lived assets
reported on the Company's consolidated balance sheet are equipment, and domain
name rights.  These provisions require that long-lived assets and certain
identifiable recorded intangibles be reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable.  Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to future net cash flows expected
to be generated by the asset.

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

(f) New
accounting pronouncements:

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

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

Page 8

BINGO.COM,
LTD.and Subsidiaries

Notes to Consolidated Financial Statements

Three months ended
March 31, 2010 and 2009

(Unaudited)



2.   Summary of
significant accounting policies (Continued):

(f)  New
accounting pronouncements: (Continued)

a full or partial
acquisition); establishes the acquisition-date fair value as the measurement
objective for all assets acquired and liabilities assumed; requires expensing of
most transaction and restructuring costs; and requires the acquirer to disclose
to investors and other users all of the information needed to evaluate and
understand the nature and financial effect of the business combination. ASC 805
applies prospectively to business combinations for which the acquisition date is
on or after January 1, 2009. The impact of ASC 805 on the consolidated financial
statements will depend upon the nature, terms and size of the acquisitions we
consummate after the effective date.

In December 2007,
the FASB issued ASC 810 "Consolidation" (previously SFAS No. 160.
"Noncontrolling Interests in Consolidated Financial Statements-an Amendment of
ARB No. 51") ("ASC 810"). ASC 810 establishes accounting and reporting standards
pertaining to ownership interests in subsidiaries held by parties other than the
parent, the amount of net income attributable to the parent and to the
noncontrolling interest, changes in a parent's ownership interest, and the
valuation of any retained noncontrolling equity investment when a subsidiary is
deconsolidated. This statement also establishes disclosure requirements that
clearly identify and distinguish between the interests of the parent and the
interests of the noncontrolling owners. ASC 810 is effective for fiscal years
beginning on or after December 15, 2008. The adoption of this standard has had
no impact on these financial statements.

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

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

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

Page 9

BINGO.COM,
LTD.and Subsidiaries

Notes to Consolidated Financial Statements

Three months ended
March 31, 2010 and 2009

(Unaudited)



2.   Summary of
significant accounting policies (Continued):

(f)  New
accounting pronouncements: (Continued)

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

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

In June 2009, the FASB issued ASC 810 (previously SFAS No. 167, Amendments to
FASB Interpretation No. 46(R)) ("ASC 810"),

which revised the consolidation guidance for variable interest entities. The
amendments include: (1) the elimination of the exemption for
qualifying special purpose entities, (2) a
new approach for determining who should consolidate a variable-interest entity,
and (3) changes to when it is necessary to reassess who should consolidate a
variable-interest entity. ASC 810 is effective for the first annual reporting
period beginning after November 15, 2009 and for interim periods within that
first annual reporting period. The Company will adopt FASB ASC 810 in fiscal
2010 and the adoption of this standard is not expected to have a material impact
on our financial statements.

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

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

Page 10

BINGO.COM,
LTD.and Subsidiaries

Notes to Consolidated Financial Statements

Three months ended
March 31, 2010 and 2009

(Unaudited)



2.   Summary of
significant accounting policies (Continued):

(f)  New
accounting pronouncements: (Continued)

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

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

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

(g) Financial
instruments:

(i)  Fair values:

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

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

(ii)  Foreign
currency risk:

The Company
operates internationally, which gives rise to the risk that cash flows may be
adversely impacted by exchange rate fluctuations.  The Company has not entered
into any forward exchange contracts or other derivative instrument to hedge
against foreign exchange risk.

Page 11

BINGO.COM,
LTD.and Subsidiaries

Notes to Consolidated Financial Statements

Three months ended
March 31, 2010 and 2009

(Unaudited)



3.   Sale of US players and related assets

Effective October 12, 2006, the Company, in response to the United States
Unlawful Internet Gambling Enforcement Act, sold its United States players and
related assets for $1,200,050, payable by the arms-length purchaser at a
variable rate over the subsequent months. There is no set period for repayment
and is interest free. The Company has fully provided for the outstanding amount
due.  The Company will recognize the profit from the sale of these assets as and
when payment is received. During the quarter ended March 31, 2010, the Company
collected $5,000 (2009 - $7,500) in payment for these assets.

|                                      |   | Amount  
|------------------------------------- | - | --------
|Balance December
		31, 2008           |   | 837,050 
|                                      |   |         
|Payments received 2009                |   | (62,500)
|                                      |   |         
|Balance December
		31, 2009           |   | 774,550 
|                                      |   |         
|Payments received during
		the period |   | (5,000) 
|                                      |   |         
|Balance remaining
		March 31, 2010    | $ | 769,550 

4.   
Stockholder's Equity:

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

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

5.   Commitments:

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

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

|     |   |       
|---- | - | ------
|2010 | $ | 40,882
|2011 |   | -     
|2012 |   | -     
|     |   |       

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

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

Page 12

BINGO.COM,
LTD.and Subsidiaries

Notes to Consolidated Financial Statements

Three months ended
March 31, 2010 and 2009

(Unaudited)



5.   Commitments: (Continued)

February 28, 2002, in connection with the
provision of services by Mr. Williams as President and Chief Executive Officer
of the Company. The agreement was renewed for a further one year period on
August 1, 2009, on substantially the same terms and conditions, whereby the
Company will pay to T.M. Williams (Row), Ltd., 10% of the operating profit of
the Company, as defined in the amendment, to a maximum of $25,000 per month, in
arrears.

6.    Income Taxes

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

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

|                                  |   | March 31, 2010 |   | December 31, 2009
|--------------------------------- | - | -------------- | - | -----------------
|Deferred tax assets:              |   |                |   |                  
|Net operating loss carry forwards | $ | 261,318        | $ | 148,023          
|                                  |   |                |   |                  
|Valuation Allowance               |   | (261,318)      |   | (148,023)        
|                                  | $ | -              | $ | -                

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

Management
considers the scheduled reversal of deferred tax liabilities, projected future
taxable income, and tax planning strategies in assessing the realizability of
deferred tax assets.

7.    Related Party
Transactions

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

The Company has a liability of $2,070 (December 31, 2009 - $1,616), to a
director and officer of the Company for payment of services rendered and
expenses incurred by the director and officer of the Company.

Payments made to Bingo, Inc. in relation to the domain name purchase payment
totaled $50,220 during the quarter ended March 31, 2010 (Quarter ended March 31,
2009 - $53,024). As at March 31, 2010, the Company has a liability of $112,025
(December 31, 2009 - $61,805) to Bingo, Inc.

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

Page 13

BINGO.COM,
LTD.and Subsidiaries

Notes to Consolidated Financial Statements

Three months ended
March 31, 2010 and 2009

(Unaudited)



7.    Related Party
Transactions: (Continued)

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

8.
   Segmented information:

Revenue

The Company operates in one reportable business segment, the business of
providing games and entertainment based on the game of bingo through its
Internet portal, bingo.com, supported mainly by the revenue generated from the
deposits received for the games for money and selling advertising on the
website.

The revenue for the quarter ended March 31, 2010
and 2009, has been derived primarily from the revenue generated from the
deposits received for the games for money.

Equipment

The Company's equipment is
located as follows:

|Net Book Value                  |   | March
		31,
		2010 |   | December 31, 2009
|------------------------------- | - | ------------------ | - | -----------------
|                                |   |                    |   |                  
|Canada                          | $ | 48,134             | $ | 58,937           
|Curacao,
		Netherlands Antilles |   | 22,946             |   | 25,031           
|Malta                           |   | 97,325             |   | 106,173          
|                                | $ | 168,405            | $ | 190,141          

9.         Concentrations

Major customers

For the quarter ended March 31, 2010,
there was no single player on the gaming site who had wagered more than 10% of
the total gaming revenue. The Company is reliant on various payment processors
who process funds players have wagered on the gaming site. For the quarter ended
March 31, 2010, there was one major processor, Royal Bank of Scotland receiving
94% (March 31, 2009 - two processors each receiving 93% and 6% respectively) of
the total funds processed.

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

10. 
Concentrations of Credit Risk:

Financial
instruments that potentially subject the Company to concentrations of credit
risk consist primarily of cash and accounts receivable.  The Company places its
cash with high quality financial institutions and limits the amount of credit
exposure with any one institution.

The Company currently maintains a substantial
portion of its day-to-day operating cash balances at financial institutions. At
March 31, 2010, the Company had total cash balances of $297,662 (December 31,
2010 - $557,251) at financial institutions, where $26,403 (December 31, 2009 -
$91,023) is in excess of federally insured limit.

Page 14

BINGO.COM,
LTD.and Subsidiaries

Notes to Consolidated Financial Statements

Three months ended
March 31, 2010 and 2009

(Unaudited)



10. 
Concentrations of Credit Risk: (Continued)

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

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

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

11.       Contingent liabilities:

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

12.
Subsequent event:

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

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

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

Page 15

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

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

FORWARD LOOKING
STATEMENTS

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

Page 16

OVERVIEW

Bingo.com, Ltd. (the "Company") is in the
business of developing and operating a bingo based web portal designed to
provide a variety of Internet based games played by individuals plus other forms
of entertainment, including an online community, chat rooms, contests,
sweepstakes, tournaments, and more. Using our bingo.com domain name and
incorporating a variety of games and content to attract and retain a large
number of subscribers, we have built one of the leading bingo-based portals on
the Internet. Our website has attracted millions of visitors of which over
1,975,000 have gone through a detailed sign-up process and become registered
users. The levels of Internet traffic have a direct impact on our revenues as,
generally, the greater the Internet traffic, the greater the amount of gaming or
advertising revenue received.

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

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

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

We have made a significant investment in the
development of our website, purchase of domain name, branding, marketing, and
maintaining operations.  As a result we have incurred significant losses since
inception, and as of March 31, 2010, had an accumulated deficit of $13,796,407.

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

During the quarter ended June 30, 2007, we launched our United Kingdom focused
website, with games targeted to the United Kingdom audience and the games played
in British pounds sterling. Gaming revenue from the Bingo.com website accounted
for approximately 96% of our revenue for the quarter ended March 31, 2010.

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

Page 17

CRITICAL ACCOUNTING POLICIES

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

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

- Revenue recognition;

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

Revenue recognition:

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

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
ASC 360, Property, Plant and Equipment (previously SFAS No. 144 "Accounting for
the Impairment or Disposal of Long-Lived Assets") and ASC 350,
Intangibles-Goodwill and Others (previously SFAS No. 142 "Accounting for
Goodwill and Other Intangible Assets"). During the years presented, the only
long-lived assets reported on the Company's consolidated balance sheet are
equipment, and domain name rights.  These provisions require that long-lived
assets and certain identifiable recorded intangibles be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable.  Recoverability of assets to be held and used
is measured by a comparison of the carrying amount of an asset to future net
cash flows expected to be generated by the asset.

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

Page 18

RESULTS OF OPERATIONS

Revenue

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

Cost of producing revenue

We recorded cost of producing revenue of
$857,402 during the quarter ended March 31, 2010, a decrease of 1% compared to
costs of $870,349 for the first quarter of 2009 and a decrease of 18% over costs
of $1,051,699 in the fourth quarter of 2009. Cost of producing revenue consists
of bonuses granted on deposits made by players, the cost of hosting the website,
payment processing fees in relation to deposits from and withdrawals to our
players, software license fees, and the domain name purchase payments. The
decrease in cost of producing revenue for the quarter ended March 31, 2010,
compared to the first and fourth quarter of 2009, is due to changes implemented
with the new software platform and thus lower cash bonus granted to players.
 The awarding of deposit bonuses is required both to be competitive with other
bingo-oriented websites and to build a large customer base as quickly as
possible.

Sales and marketing expenses

Sales and marketing expenses decreased by 6% to
$314,087 for the quarter ended March 31, 2010, a decrease over expenses of
$334,245 in the first quarter of 2009 and a decrease of 22% from expenses of
$400,485 in the fourth quarter of 2009. Sales and marketing expenses principally
include costs for signup bonuses, marketing, prizes for our players and other
bonuses and incentives offered to gaming players. The decrease in sales and
marketing expenses for the quarter ended March 31, 2010, compared to the first
and fourth quarter of 2009 is due to changes implemented with the new software
platform and thus lower marketing bonus granted to players.

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

General and administrative
expenses

General and administrative expenses consist
primarily of premises costs for our office, legal and professional fees, and
other general corporate and office expenses. General and administrative expenses
increased to $136,806 for the first quarter of 2010, an increase of 21% from
costs of $113,083 for the first

Page 19

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

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

Salaries, wages, consultants and benefits

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

Depreciation and amortization

Depreciation and amortization includes
depreciation of our equipment, as well as amortization of intangible asset
relating to the email list. Equipment is depreciated using the declining balance
method over the useful lives of the assets, ranging from three to five years. 
Depreciation and amortization decreased to $16,076 during the quarter ended
March 31, 2010, a decrease of 4% over costs of $16,701 during the same quarter
in the prior year and a decrease of 22% from costs of $20,733 in the fourth
quarter of 2009. This decrease in depreciation and amortization is due to the
aging of the Company's equipment.

Stock based
Compensation

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

Profit on sale of US
Gaming players

Effective October 12, 2006, the Company,
in response to the United States Unlawful Internet Gambling Enforcement Act,
sold its United States players and related assets for $1,200,050, to an arms
length third party payable by the purchaser at a variable rate over the
subsequent months until fully paid. We recognize the profit from the sale of
these assets as and when payment is received. During the quarter ended March 31,
2010, we collected $5,000 of the $1,200,050 due, compared to payments received
of $7,500 during the same quarter in the prior year and $15,000 in the fourth
quarter of 2009.

**Income taxes**

The Company incurred income tax expense of $6,583 during the quarter ended March
31, 2010, in relation to profits earned in its subsidiaries in different
jurisdictions. No income taxes were payable in during the quarter ended March
31, 2009, as a result of the operating losses recorded in previous years. During
the year ended December 31, 2005, the Bingo.com, Inc. merged with its subsidiary
Bingo.com,

Page 20

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

Net loss and loss per share

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

LIQUIDITY AND CAPITAL RESOURCES

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

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

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

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

ITEM 4T.       Controls and Procedures

(a)        Evaluation of disclosure controls and
procedures.

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

Page 21

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

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

(b)        Changes in
internal controls.

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

Page 22

PART II - OTHER INFORMATION

ITEM 1.          Legal
Proceedings

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

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

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

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

ITEM 3.          Defaults
Upon Senior Securities

Not applicable.

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

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

ITEM 5.          Other
Information

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

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

Page 23

ITEM
6.          Exhibits and reports on Form 8-K

Exhibits

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

|Exhibit Number | Description                                                                                                                                                                                                 
|-------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.4            | Convertible
		Debenture between the Company and unrelated parties dated July 2, 2002.
		(b)                                                                                                                 
|4.5            | Common Stock Purchase Warrant between
		the Company and unrelated parties dated July 2, 2002. (b)                                                                                                           
|10.2           | Asset Purchase Agreement by and between
		Bingo, Inc. and Progressive Lumber, Corp. dated January 18, 1999. (a)                                                                                             
|10.24          | Amended Consulting Agreement dated
		February 28, 2002, between the Company, T.M. Williams (Row), Ltd., and
		T.M. Williams. (c)                                                                            
|10.29          | Amendment of Asset
		Purchase Agreement dated July 1, 2002. (d)                                                                                                                                             
|10.32          | Code of Business
		Conduct and Ethics dated December 22, 2006. (e)                                                                                                                                          
|31.1           | Certificate of Chief Executive Officer
		pursuant to the Securities Exchange Act Rules 13a-15(e) and 15d -15(e)
		as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
		dated May 15, 2010.
|31.2           | Certificate of Chief Financial Officer
		pursuant to the Securities Exchange Act Rules 13a-15(e) and 15d -15(e)
		as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
		dated May 15, 2010.
|32.1           | Certification from
		the Chief Executive Officer of Bingo.com, Ltd. pursuant to 18 U.S.C.
		Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
		Act of 2002 dated May 15, 2010.        
|32.2           | Certification from
		the Chief Financial Officer of Bingo.com, Ltd. pursuant to 18 U.S.C.
		Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
		Act of 2002 dated May 15, 2010.        

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

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

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

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

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

Page 24

Reports on Form 8-K.

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

Reports Subsequent to the
quarter ended March 31, 2010.

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

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

Page 25

SIGNATURES

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

|Date: | May 15, 2010 |                                                                                                                   | BINGO.COM, LTD.    
|----- | ------------ | ----------------------------------------------------------------------------------------------------------------- | -------------------
|      |              | (Registrant)                                                                                                     
|      |              |                                                                                                                  
|Date: | May 15, 2010 |                                                                                                                   | /S/ T.M. Williams  
|      |              | T. M. Williams,
		Chairman of the Board, Chief Executive Officer, and President
		(Principal
		Executive Officer)
|      |              |                                                                                                                  
|Date: | May 15, 2010 |                                                                                                                   | /S/
		H. W. Bromley
|      |              | H.W. Bromley, Chief
		Financial Officer
		(Principal
		Accounting Officer)                                       

Page 26

EXHIBIT 31.1

CERTIFICATIONS

I, T. M. Williams, certify that:

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

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

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

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

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

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

(c)   Evaluated the effectiveness of Bingo.com,
Ltd.'s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures,
as of as of March 31, 2010, covered by this quarterly report based on such
evaluation; and

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

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

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

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

Signed: 
/S/ T. M. Williams                                                       
Date:May 15, 2010

T. M. Williams, Chairman of the Board,

Chief Executive Officer and President

(Principal Executive Officer)

Page 27

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, 2010, covered by this quarterly report based on such
evaluation; and

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

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

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

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

Signed:/S/ H. W. Bromley                                                     
Date:May 15, 2010

H.W. Bromley,

Chief Financial Officer

(Principal Accounting Officer)

Page 28

EXHIBIT 32.1

CERTIFICATION
PURSUANT TO

18 U.S.C.
SECTION 1350,

AS ADOPTED
PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of
Bingo.com, Ltd. (the "Company") on Form 10-Q for the period ended
March 31, 2010, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, T. M.
Williams, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:

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

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



/S/ T.M. Williams

T. M. Williams

President and Chief
Executive Officer

May 15, 2010

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

Page 29

EXHIBIT 32.2

CERTIFICATION
PURSUANT TO

18 U.S.C.
SECTION 1350,

AS ADOPTED
PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of
Bingo.com, Ltd. (the "Company") on Form 10-Q for the period ended
March 31, 2010, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, H. W.
Bromley, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:

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

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



/S/ H. W. Bromley

H. W. Bromley

Chief Financial
Officer

May 15, 2010

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 30