UNITED
    STATES
    SECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549

FORM
  10-Q

(Mark
  one)

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

For the quarterly period
	ended March 31, 2011

[   
	]      [    ]    
	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
			63,877,703 as
		of May 12, 2011.                                                                           



BINGO.COM,
	LTD.

QUARTERLY
	REPORT ON FORM 10-Q

FOR THE
	PERIOD ENDED MARCH 31, 2011



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                                                                                                                                   | 26                                                                                     
|EXHIBITS                                                                                                                                     | 27                                                                                     
|Exhibit 10.35
		Consulting agreement dated April 1, 2011, between the Company and H. W.
		Bromley                                            | 27                                                                                     
|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

(Unaudited)

|As at                                                                                                                                             |   | March 31, 2011 |  |   | December 31, 2010
|------------------------------------------------------------------------------------------------------------------------------------------------- | - | -------------- |  | - | -----------------
|                                                                                                                                                  |   |                |  |   |                  
|Assets                                                                                                                                            |   |                |  |   |                  
|Current assets:                                                                                                                                   |   |                |  |   |                  
|Cash                                                                                                                                              | $ | 839,635        |  | $ | 1,396,384        
|Accounts
			receivable less allowance for doubtful
			accounts
			$150,000  (December 31, 2010 - $150,000)                                        |   | 202,965        |  |   | 57,890           
|Prepaid
			expenses                                                                                                                               |   | 67,701         |  |   | 406,557          
|Total Current
			Assets                                                                                                                           |   | 1,110,301      |  |   | 1,860,831        
|                                                                                                                                                  |   |                |  |   |                  
|Equipment, net                                                                                                                                    |   | 21,534         |  |   | 26,803           
|                                                                                                                                                  |   |                |  |   |                  
|Other assets                                                                                                                                      |   | 19,921         |  |   | 20,009           
|                                                                                                                                                  |   |                |  |   |                  
|Domain name
			rights and intangible assets (Note 5)                                                                                              |   | 2,157,241      |  |   | 2,157,241        
|                                                                                                                                                  |   |                |  |   |                  
|Deferred tax
			asset, less valuation allowance of $140,545 (December 31, 2010 -
			$139,463) (Note 8)                                            |   | -              |  |   | -                
|                                                                                                                                                  |   |                |  |   |                  
|Total Assets                                                                                                                                      | $ | 3,308,997      |  | $ | 4,064,884        
|                                                                                                                                                  |   |                |  |   |                  
|Liabilities and
			Stockholders'
 Equity                                                                                                          |   |                |  |   |                  
|Current
			liabilities:                                                                                                                           |   |                |  |   |                  
|Accounts
			payable                                                                                                                               | $ | 18,163         |  | $ | 12,251           
|Accrued
			liabilities                                                                                                                            |   | 96,250         |  |   | 120,713          
|Accounts
			payable and accrued liabilities - related
			party (Note
			9)                                                                        |   | 7,639          |  |   | 4,473            
|Total Current
			Liabilities                                                                                                                      |   | 122,052        |  |   | 137,437          
|                                                                                                                                                  |   |                |  |   |                  
|Commitments
			(Note 7)                                                                                                                           |   |                |  |   |                  
|Subsequent
			event (Note 13)                                                                                                                     |   |                |  |   |                  
|                                                                                                                                                  |   |                |  |   |                  
|Stockholders'

			equity (Note 6):                                                                                                                |   |                |  |   |                  
|Common stock,
			no par value, unlimited shares
			authorized,
			63,877,703 shares issued and outstanding
			(December 31,
			2010 - 63,877,703) |   | 18,236,270     |  |   | 18,233,440       
|Accumulated
			deficit                                                                                                                            |   | (15,073,905)   |  |   | (14,330,573)     
|Accumulated
			other comprehensive income:
			Foreign
			currency translation adjustment                                                          |   | 24,580         |  |   | 24,580           
|Total
			Stockholders'
 Equity                                                                                                                    |   | 3,186,945      |  |   | 3,927,447        
|                                                                                                                                                  |   |                |  |   |                  
|Total
			Liabilities and Stockholders'
 Equity                                                                                                    | $ | 3,308,997      |  | $ | 4,064,884        
|                                                                                                                                                  |   |                |  |   |                  

See accompanying notes to consolidated financial statements.

Page
    2

BINGO.COM, LTD.

  and Subsidiaries

Consolidated
  Statements of Operations

Three Months
	Ended March 31, 2011 and 2010

(Unaudited)

|                                                                 |  |   | 2011       |  |   | 2010      
|---------------------------------------------------------------- |  | - | ---------- |  | - | ----------
|                                                                 |  |   |            |  |   |           
|Advertising revenue                                              |  | $ | 15,867     |  | $ | 45,523    
|Gaming revenue                                                   |  |   | 231,177    |  |   | 1,209,269 
|Total revenue                                                    |  |   | 247,044    |  |   | 1,254,792 
|                                                                 |  |   |            |  |   |           
|Operating expenses:                                              |  |   |            |  |   |           
|Cost of producing revenue                                        |  |   | -          |  |   | 857,402   
|Depreciation and amortization                                    |  |   | 2,650      |  |   | 16,076    
|Directors fees                                                   |  |   | 2,000      |  |   | 1,500     
|General and administrative                                       |  |   | 75,430     |  |   | 136,806   
|Salaries, wages, consultants and benefits                        |  |   | 443,528    |  |   | 261,988   
|Selling and marketing                                            |  |   | 496,679    |  |   | 314,087   
|Stock-based compensation                                         |  |   | -          |  |   | 9,306     
|Total operating expenses                                         |  |   | 1,020,287  |  |   | 1,597,165 
|                                                                 |  |   |            |  |   |           
|Loss before other income (expense) and income
			taxes           |  |   | (773,243)  |  |   | (342,373) 
|                                                                 |  |   |            |  |   |           
|Other income (expense):                                          |  |   |            |  |   |           
|Foreign exchange gains                                           |  |   | 38,361     |  |   | 4,314     
|Loss on disposal of equipment                                    |  |   | (6,877)    |  |   | (5,374)   
|Interest and other income                                        |  |   | 1,054      |  |   | 210       
|Profit from sale of US players and related
			assets (Note 4)    |  |   | -          |  |   | 5,000     
|                                                                 |  |   |            |  |   |           
|Loss before income taxes                                         |  |   | (740,705)  |  |   | (338,223) 
|                                                                 |  |   |            |  |   |           
|Income tax expense                                               |  |   | (2,627)    |  |   | (6,583)   
|                                                                 |  |   |            |  |   |           
|Net loss                                                         |  | $ | (743,332)  |  | $ | (344,806) 
|                                                                 |  |   |            |  |   |           
|Net loss per
			common share, basic and diluted                  |  | $ | (0.01)     |  | $ | (0.01)    
|                                                                 |  |   |            |  |   |           
|Weighted average common shares outstanding, basic
			and diluted |  |   | 63,877,703 |  |   | 42,756,814

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, 2011

(Unaudited)

|                                        | Common stock |                 | Accumulated
			Other Comprehensiveincome |                                            |                               
|--------------------------------------- | ------------ | --------------- | ---------------------------------------- | ------------------------------------------ | ------------------------------
|                                        | Shares       | Amount          | Accumulated Deficit                      | Foreign
			currency translation adjustment | Total
			Stockholders'
 Equity
|Balance, December 31, 2010              | 63,877,703   | $18,233,440     | $(14,330,573)                            | $ 24,580                                   | $3,927,447                    
|                                        |              |                 |                                          |                                            |                               
|Issuance of consultant stock
			Options | -            | 2,830           | -                                        | -                                          | 2,830                         
|                                        |              |                 |                                          |                                            |                               
|Net
			loss                             | -            | -               | (743,332)                                | -                                          | (743,332)                     
|Balance, March 31, 2011                 | 63,877,703   | $
			18,236,270 | $
			(15,073,905)                        | $ 24,580                                   | $ 3,186,945                   
|                                        |              |                 |                                          |                                            |                               

See
	accompanying notes to consolidated financial statements.

Page
    4

BINGO.COM, LTD.

  and Subsidiaries

Consolidated
  Statements of Cash Flows

Three Months Ended
	March 31, 2011 and 2010

(Unaudited)

|                                                                                  |  |   | 2011      |   | 2010     
|--------------------------------------------------------------------------------- |  | - | --------- | - | ---------
|Cash
			flows from operating activities:                                          |  |   |           |   |          
|Net
			loss                                                                       |  | $ | (743,332) | $ | (344,806)
|Adjustments to reconcile net loss to net cash
			used
			in operating activities: |  |   |           |   |          
|Depreciation and amortization                                                     |  |   | 2,650     |   | 16,076   
|Loss on disposal of equipment                                                     |  |   | 6,877     |   | 5,374    
|Stock-based compensation                                                          |  |   | -         |   | 9,306    
|Issuance of consultant stock option                                               |  |   | 2,830     |   | 2,830    
|Profit from the sale of US players and related assets                             |  |   | -         |   | (5,000)  
|Changes in operating assets and liabilities:                                      |  |   |           |   |          
|Accounts receivable                                                               |  |   | (145,075) |   | (31,748) 
|Prepaid expenses                                                                  |  |   | 338,856   |   | 18,127   
|Other assets                                                                      |  |   | 88        |   | 13,987   
|Accounts payable and accrued liabilities                                          |  |   | (15,385)  |   | 76,958   
|Provision for progressive jackpots                                                |  |   | -         |   | (8,277)  
|Players float                                                                     |  |   | -         |   | (17,702) 
|Net
			cash used in operating activities                                          |  |   | (552,491) |   | (264,875)
|                                                                                  |  |   |           |   |          
|Cash
			flows from investing activities:                                          |  |   |           |   |          
|Acquisition of equipment                                                          |  |   | (4,258)   |   | -        
|Proceeds from sale of US players and related assets                               |  |   | -         |   | 5,000    
|Proceeds on disposal of equipment                                                 |  |   | -         |   | 286      
|Net
			cash (used in) provided by investing activities                            |  |   | (4,258)   |   | 5,286    
|                                                                                  |  |   |           |   |          
|Change
			in cash                                                                 |  |   | (556,749) |   | (259,589)
|                                                                                  |  |   |           |   |          
|Cash,
			beginning of period                                                      |  |   | 1,396,384 |   | 557,251  
|Cash,
			end of period                                                            |  | $ | 839,635   | $ | 297,662  
|                                                                                  |  |   |           |   |          
|Supplementary information:                                                        |  |   |           |   |          
|Interest paid                                                                     |  | $ | -         | $ | -        
|Income taxes paid                                                                 |  | $ | 5,380     | $ | ‐        
|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, 2011 and 2010

(Unaudited)



1.         Basis of Presentation:

The accompanying unaudited financial statements
have been prepared by Bingo.com, Ltd. ("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 the Company'
s audited consolidated financial statements and notes thereto
for the year ended December 31, 2010, included in the Company'
s Annual Report on
Form 10-K, filed March 22, 2011, 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, 2011
and 2010, and has an accumulated deficit of $15,073,905 as at March 31, 2011.

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

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, 2011 and 2010

(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, the
99% owned subsidiaries, Bingo.com (UK) plc. (registered in the United Kingdom),
Bingo.com Services Limited (registered in the United Kingdom) and Bingo.com
Operations Limited (registered in Malta). On April 30, 2010, Bingo.com Services
Limited (registered in the United Kingdom) and Bingo.com Operations Limited were
sold and their accounts are included up to the date of sale of these
subsidiaries (Note 3).
All inter-company balances and transactions have
been eliminated in the consolidated financial statements.

(b)

  



Use of estimates:

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

Significant areas
requiring the use of estimates include the valuation of long-lived assets, the
valuation of shares issued for the purchased of the remaining Domain Name
Purchase payments, the collectability 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, less commissions on all games less all winnings payable
to players.

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

(d)

  



Foreign currency:

The consolidated financial statements are presented in United States dollars,
the functional currency of the Company. Transaction amounts denominated in
foreign currencies are translated at


exchange rates prevailing at the transaction dates.
Carrying values of monetary assets and liabilities are adjusted at each balance
sheet date to reflect the exchange rate at that date. Non-monetary assets and
liabilities are translated at the exchange rate on the original transaction
date. Gains and losses from restatement of foreign currency monetary and
non-monetary assets and

Page 7

BINGO.COM,
LTD.and Subsidiaries

Notes to Consolidated Financial Statements

Three months ended
March 31, 2011 and 2010

(Unaudited)



2.
     




Summary of significant accounting policies (Continued):

(d)  Foreign
currency: (Continued)

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:

During
the periods presented, the only long-lived assets reported on the Company'
s
consolidated balance sheet are equipment, other assets, and domain name rights.
Long-lived assets and certain identifiable recorded intangibles are 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) 
Domain name and intangible assets:

The Company has capitalized the cost of the purchase of
the domain name Bingo.com and was amortizing the cost over five years from the
date of commencement of operations.


In 2002, the Company suspended the
amortization of the domain name cost in accordance


with ASC 350,
where companies are no longer required to amortize indefinite life assets but



instead test the indefinite intangible asset for impairment at least annually.

The capitalized amount is based on the net
present value of the minimum payments permitted under the terms of the purchase
agreement.




During the year ended December 31, 2010, the Company purchased the remaining
Domain Name payments for $900,000, payable in 6,000,000 common shares of
Bingo.com, Ltd., at a value of $0.15 per share.


The
domain name is tested for impairment by comparing the future cash flows of the
domain name with its carrying value. The Company determined that as a result of
level 3 unobservable inputs in accordance with ASC 820, Fair Value Measurements
and Disclosures, that the fair value of the domain name exceeded the carrying
value and therefore no impairment existed for the years presented.

(g) New
accounting pronouncements and changes in accounting policy:

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 has adopted this
guidance and it is considered that it does not have a material impact on the
Company'
s financial reporting and disclosures.

Page 8

BINGO.COM,
LTD.and Subsidiaries

Notes to Consolidated Financial Statements

Three months ended
March 31, 2011 and 2010

(Unaudited)



2.   Summary of
significant accounting policies (Continued):

(g)  New
accounting pronouncements: (Continued)

In April
2010, the FASB issued ASU 2010-13, Compensation - Stock Compensation (Topic
718), amending ASC 718. ASU 2010-13 clarifies that a share-based payment award
with an exercise price denominated in the currency of a market in which the
entity'
s equity securities trade should not be classified as a liability if it
otherwise qualifies as equity.  ASU 2010-13 also improves GAAP by improving
consistency in financial reporting by eliminating diversity in practice.  ASU
2010-13 is effective for interim and annual reporting periods beginning after
December 15, 2010
(January 1, 2011 for the
Company)
..  The Company has adopted ASU 2010-09, but it does not have a
material impact on the Company'
s financial reporting and disclosures.

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

In December 2010, the FASB issued ASU
2010-29, which contains updated accounting guidance to clarify the acquisition
date that should be used for reporting pro forma financial information when
comparative financial statements are issued. This update requires that a company
should disclose revenue and earnings of the combined entity as though the
business combination(s) that occurred during the current year had occurred as of
the beginning of the comparable prior annual reporting period only. This update
also requires disclosure of the nature and amount of material, nonrecurring pro
forma adjustments. The provisions of this update, which are to be applied
prospectively, are effective for business combinations for which the acquisition
date is on or after the beginning of the first annual reporting period beginning
on or after December 15, 2010, with early adoption permitted. The impact of this
update on the Company'
s consolidated financial statements will depend on the
size and nature of future business combinations and is therefore not expected to
have any impact on our consolidated financial statements for the quarter ended
March 31, 2011.

Page 9

BINGO.COM,
LTD.and Subsidiaries

Notes to Consolidated Financial Statements

Three months ended
March 31, 2011 and 2010

(Unaudited)



2.   Summary of
significant accounting policies (Continued):

(h) Financial
instruments: (Continued)

(i)  Fair values:

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

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

(ii)  Foreign
currency risk:

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

3.    Sale of
subsidiaries:

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

Page 10

BINGO.COM,
LTD.and Subsidiaries

Notes to Consolidated Financial Statements

Three months ended
March 31, 2011 and 2010

(Unaudited)



3.    Sale of
subsidiaries: (Continued)

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

|                                                           |   | April 30, 2010
|---------------------------------------------------------- | - | --------------
|                                                           |   |               
|Assets                                                     |   |               
|Current assets:                                            |   |               
|Cash                                                       | $ | 13,956        
|Accounts
		receivable less allowance for doubtful accounts |   | 22,204        
|Prepaid expenses                                           |   | 37,860        
|Total Current Assets                                       |   | 74,020        
|                                                           |   |               
|Equipment, net                                             |   | 94,376        
|                                                           |   |               
|Other assets                                               |   | 104,222       
|                                                           |   |               
|Total Assets                                               | $ | 272,618       
|                                                           |   |               
|Liabilities                                                |   |               
|Current liabilities:                                       |   |               
|Accounts payable                                           | $ | 37,701        
|Accrued
		liabilities                                      |   | 45,595        
|Provision for
		progressive jackpots                       |   | 117,154       
|Total Current
		Liabilities                                | $ | 200,450       
|                                                           |   |               
|Net Assets                                                 | $ | 72,168        
|                                                           |   |               
|Proceeds on the sale
		of subsidiaries                     | $ | 250,000       
|Less net assets                                            |   | (72,168)      
|Profit on the sale
		of subsidiaries                       | $ | 177,832       

4.   Sale of US players and related assets:

Effective October 12, 2006, the Company, in response to the United States
Unlawful Internet Gambling Enforcement Act, sold its United States players and
related assets for $1,200,050, payable by the arms-length purchaser at a
variable rate over the subsequent months. There is no set period for repayment
and it is interest free. The Company has fully provided for the outstanding
amount due.  The Company will recognize the profit from the sale of these assets
as and when payment is received. During the quarter ended March 31, 2011, the
Company collected $nil (March 31, 2010 - $5,000) in payment for these assets.

During the year ended December 31, 2010, the Company was advised that the
purchaser had ceased operations and is in the process of winding up the company.
Therefore the Company has determined that $658,286 will never be recovered.

Page 11

BINGO.COM,
LTD.and Subsidiaries

Notes to Consolidated Financial Statements

Three months ended
March 31, 2011 and 2010

(Unaudited)



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

|                                                                   |   | Amount   
|------------------------------------------------------------------ | - | ---------
|Balance remaining
		December 31, 2009                              | $ | 774,550  
|                                                                   |   |          
|Payments received                                                  |   | (5,000)  
|                                                                   |   |          
|Amount deemed
		irrecoverable and removed from accounts receivable |   | (658,286)
|                                                                   |   |          
|Balance remaining
		December 31, 2010                              | $ | 111,264  
|                                                                   |   |          
|Payments received                                                  |   | -        
|                                                                   |   |          
|Balance remaining
		March 31, 2011                                 | $ | 111,264  

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

5.    Domain name rights
and intangible asset:

The rights to use the domain name bingo.com were acquired in January of 1999 for
a cash payment of $200,000 and the issuance of 500,000 shares of common stock of
the Company at a value of $2.00 per share. The agreement was signed with Bingo,
Inc., an unrelated party at the date of signing of the agreement. Under the
terms of the agreement, the Company is required to make quarterly domain name
purchase payments to the vendor based on 4% of annual gross revenue (as defined
in the agreement), with total minimum payments of $1,100,000 in the first three
years, including the initial cash payment, required over


the 99 year period
ending December 31, 2098. These minimum payment commitments were completed on
June 30, 2002. During the year ended December 31, 2002, the agreement was
amended so that the remaining domain name purchase

payments to the vendor are made monthly,
based on 4% of the preceding month'
s gross revenue. During the year ended
December 31, 2010, the Company purchased the remaining Domain Name payments for
$900,000, with the issuance of 6,000,000 common shares of the Company, at a
value of $0.15 per share. During the quarter ended March 31, 2011, expense
payments of $nil (March 31, 2010 - $50,220) were paid in accordance with the
amended agreement.

Domain name rights have been capitalized on the balance sheet based on the
present value of the future minimum royalty payments.


In 2002, the
Company suspended the amortization of the domain name in accordance with ASC
350, Intangibles - Goodwill and Others, where companies are no longer permitted
to amortize indefinite life intangible assets.

|March 31, 2011     |   | Cost      |   | Accumulated
		amortization |   | Net book
		Value
|------------------ | - | --------- | - | -------------------------- | - | ----------------
|                   |   |           |   |                            |   |                 
|Domain name rights | $ | 2,834,500 | $ | 677,259                    | $ | 2,157,241       



|December 31, 2010  |   | Cost      |   | Accumulated
		amortization |   | Net book
		Value
|------------------ | - | --------- | - | -------------------------- | - | ----------------
|                   |   |           |   |                            |   |                 
|Domain name rights | $ | 2,834,500 | $ | 677,259                    | $ | 2,157,241       

Page 12

BINGO.COM,
LTD.and Subsidiaries

Notes to Consolidated Financial Statements

Three months ended
March 31, 2011 and 2010

(Unaudited)



6.   
Stockholder'
s Equity:

During the quarter ended March 31, 2011, the
Company recorded stock based compensation expense of $nil (March 31, 2010 -
$9,306) but did recognize $2,830 (March 31, 2010 - $2,830) in consulting fees on
options vested.

No
options were granted or exercised during the period ended March 31, 2011.

7.   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 Anguillan operating lease expires on April 30, 2011 and
subsequent to the quarter ended March 31, 2011, the lease was extended for a
further year. 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 day notice period.

Subsequent to the quarter ended March 31, 2011,
the Company amended the Canadian operating lease agreement for a smaller space.
The Canadian operating lease agreement expires on April 30, 2014.

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

|     |   |       
|---- | - | ------
|2011 | $ | 25,962
|2012 |   | 19,060
|2013 |   | 17,271
|     |   |       

The Company paid rent expense totaling $32,057
for the quarter ended March 31, 2011 (March 31, 2010 - $30,011).

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

8.    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 $2,627 during the quarter ended March 31,
2011, for income tax (December 31, 2010 - $45,291).

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

Page 13

BINGO.COM,
LTD.and Subsidiaries

Notes to Consolidated Financial Statements

Three months ended
March 31, 2011 and 2010

(Unaudited)



8.    Income
Taxes: (Continued)

|                                  |   | March 31, 2011 |   | December 31, 2010
|--------------------------------- | - | -------------- | - | -----------------
|Deferred tax assets:              |   |                |   |                  
|Net operating loss carry forwards | $ | 140,545        | $ | 139,463          
|                                  |   |                |   |                  
|Valuation Allowance               |   | (140,545)      |   | (139,463)        
|                                  | $ | -              | $ | -                

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.

9.    Related Party
Transactions

The Company has a liability of $4,750 (December 31, 2010 - $3,860), to a company
owned by a current director and officer of the Company for payment of services
rendered and expenses incurred by the current director and officer of the
Company.

The Company has a liability of $389 (December 31, 2010 - $113), to a director
and officer of the Company for payment of services rendered and expenses
incurred by the director and officer of the Company.

Payments made to Bingo, Inc. in relation to the domain name purchase payment
totaled $nil during the quarter ended March 31, 2011 (March 31, 2010 - $50,220).
During the year ended December 31, 2010, the Company acquired the remaining
Domain Name Purchase payments for 6,000,000 common shares at a value of $0.15
per share for a total value of $900,000.

The Company has a
liability of $2,500 (December 31, 2010 - $500), to independent directors of the
Company for payment of services rendered.

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.

10.
Segmented information:

Revenue

The Company operates in one reportable business
segment, the business of marketing games and entertainment based on the game of
bingo through its Internet portal, bingo.com, supported mainly by the revenue
generated from the deposits received for the games for money and selling
advertising on the website.  The revenue for the quarter ended March 31, 2011
and 2010, 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:

Page 14

BINGO.COM,
LTD.and Subsidiaries

Notes to Consolidated Financial Statements

Three months ended
March 31, 2011 and 2010

(Unaudited)



10.
Segmented information: (Continued)

|Net Book Value           |   | March
		31,
		2011 |   | December 31, 2010
|------------------------ | - | ------------------ | - | -----------------
|                         |   |                    |   |                  
|Anguilla                 | $ | 1,799              | $ | 1,963            
|Canada                   |   | 12,661             |   | 17,012           
|United Kingdom           |   | 2,332              |   | 2,544            
|United States of America |   | 4,742              |   | 5,284            
|                         | $ | 21,534             | $ | 26,803           

11.       Concentrations

Major customers

For the quarter ended March 31, 2011,
there was no single player on the gaming site who had wagered more than 10% of
the total gaming revenue. The Company is reliant on Unibet to provide contracted
services pursuant to its Partner Program. The Company has a receivable from
Unibet of $187,604 as at March 31, 2011 (December 31, 2010 - $34,857).

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

12. 
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, 2011, the Company had total cash balances of $839,635 (December 31,
2010 - $1,396,384) at financial institutions, where $436,808 (December 31, 2010
- $771,396) is in excess of federally insured limits. The Company has
concentrations of credit risk with respect to accounts receivable, as large
amounts of its accounts receivable are concentrated geographically in the United
Kingdom amongst a small number of customers.

As of March 31, 2011, the Company had one customer totaling $187,604, who
accounted for total accounts receivable greater than 10%. As of December 31,
2010, the Company had two customers, totaling $34,857 and $16,073 who accounted
for greater than 10% of the total accounts receivable.

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

13. Subsequent Event

Subsequent to the quarter ended March 31, 2011,
the Company entered management agreements with its executive officers and
certain staff. Mr. H. Bromley will continue in his role as CFO for the Company.
Mr. C. M. Devereux will continue to stand on the board of directors but will no
longer have an active day to day role in the Company.

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, 2010.

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, 2010, 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 owning and marketing a bingo based entertainment website that
provides a variety of Internet games plus other forms of entertainment,
including an online community, chat rooms, and more. Located at www.bingo.com,
the Company has built one of the leading bingo portals on the Internet. The
Bingo.com website has attracted millions of visitors of which over 1,995,000
have gone through a detailed sign-up process and become registered users. The
level of Internet traffic that arrives at Bingo.com has a direct impact on our
revenues as, generally, the greater the Internet traffic, the greater the amount
of gaming or advertising revenue received.

The Company generates its main source of revenue
from players who deposit funds into their Bingo.com accounts and play games for
money.  An additional source of revenue comes from selling advertising on the
website to other companies who wish to advertise their products to our user
demographic.  The Company obtained a gaming license and commenced gambling
operations from Curacao, Netherlands Antilles in May 2005. The Company was
granted an additional license by the Lotteries and Gaming Authority of Malta,
and commenced operating under this Maltese license in March 2009.

During the year ended December 31, 2010,
Bingo.com joined the Unibet International Limited ("Unibet"
) Partner Program as
a network operator of their multi-language and multi-currency bingo and casino
system.  Bingo.com players participate alongside players from Unibet'
s other
partner sites, such as Mariabingo.com and Bingo.se, where the combined gaming
liquidity creates one of the largest and most international online gaming
systems in operation.  As a member of the Partner Program, and in return for a
fixed percentage of the gaming revenues generated on the Bingo.com website,
Unibet provides Bingo.com with the Internet technology, gambling software,
financial processing, customer support, and many other services required to
operate an online gambling business.  In addition, as a member of the Partner
Program, Bingo.com is no longer required to secure or maintain any online
gambling licenses of its own as the Company is permitted to offer Internet
gambling products to its players pursuant to Unibet'
s licences in relevant
jurisdictions.

Since joining the Unibet Partner Program, we have
embarked on a cost focused restructure of the Bingo.com organization which has
included a significant staff downsizing, the termination of hosting and other
operational contracts, the sale of computer hardware, a reduction in office
space, the release of both our Maltese and Curacao gaming licenses, and much
more.  The Bingo.com restructuring program was completed in the quarter ending
March 31, 2011.  The remaining costs of Bingo.com are now focused behind the
marketing function of the organization as we attempt to establish the Bingo.com
brand in the new markets in which we now operate to generate increasing amounts
of targeted Internet traffic to www.bingo.com and to build a large base of
valuable customers.  We intend to expand our business, leveraging the many
different languages and currencies supported by Unibet'
s system, by launching
targeted marketing campaigns in jurisdictions which we expect will be most
responsive to Bingo.com'
s online offering.

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

Gaming revenue from the Bingo.com website
accounted for approximately 94% of our revenue for the quarter ended March 31,
2011.

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, 2011, had an accumulated deficit of $15,073,905.

Page
    	17

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
ongoing basis, management evaluates these judgments and estimates, including
whether there are any uncertainties as to compliance with the revenue
recognition criteria described below, and recoverability of long-lived assets,
as well as the assessment as to whether there are contingent assets and
liabilities that should be recognized or disclosed for the consolidated
financial statements to fairly present the information required to be set forth
therein. We base our estimates on historical experience 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, less commissions on all games
less all winnings payable to players.

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

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

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

Page
    	18

RESULTS OF OPERATIONS

Revenue

Total revenue for the quarter ended March 31,
2011, was $247,044, a decrease of 80% from revenue of $1,254,792 for first
quarter of 2010 and an increase of 123% from revenue of $110,884 in the fourth
quarter of 2010. Gaming Revenue was $231,177, a decrease of 81% in the quarter
ended March 31, 2011, compared Gaming Revenue of $1,209,269 in the first quarter
of 2010 and an 148% increase from revenue of $93,128 in the fourth quarter of
2010. This decrease compared to the first quarter of fiscal 2010 is due to the
migration during the second quarter of fiscal 2010 of our players to the
Unibet'
s Partner Program and a second change in platform within six months. The
increase in revenue compared to the fourth quarter of fiscal 2010, is due to a
television marketing campaign which was launched in the first quarter of 2011.
We earned advertising revenue of $15,867 in the quarter ended March 31, 2011, a
decrease of 65% from advertising revenue of $45,523 in the first quarter of 2010
and a decrease of 11% from advertising revenue of $17,756 in the fourth quarter
of 2010. 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 $nil
during the quarter ended March 31, 2011, a decrease compared to costs of
$857,402 for the first quarter of 2010 and costs of $nil in the fourth quarter
of 2010.

Prior to the migration of our players to the
Unibet'
s Partner Program, the cost of revenue consisted of bonuses granted on
deposits made by players, the cost of hosting the website, payment processing
fees in relation to deposits from and withdrawals to our players, software
license fees, gaming taxation and the domain name purchase payments. These costs
of producing revenue, except for the domain name purchase payments which were
acquired by the Company during the year ended December 31, 2010, have now been
assumed by Unibet International Limited as part of the services provided by them
in exchange for a commission on net revenue.

Sales and marketing expenses

Sales and marketing expenses increased to
$496,679 for the quarter ended March 31, 2011, an increase over expenses of
$314,087 in the first quarter of 2010 and an increase from expenses of $72,791
in the fourth quarter of 2010. Sales and marketing expenses principally include
costs for signup bonuses, television marketing, Search Engine Optimization
expenses, prizes for our players and other bonuses and incentives offered to
gaming players. The increase in sales and marketing expenses for the quarter
ended March 31, 2011, compared to the first and fourth quarter of 2010 is due to
the launch of a television marketing campaign in the first quarter of fiscal
2011.

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

General and administrative
expenses

General and administrative expenses consist
primarily of premises costs for our office, legal and professional fees, and
other general corporate and office expenses. General and administrative expenses
decreased to $75,430 for the first quarter of 2011, a decrease of 45% from costs
of $136,806 for the first quarter of 2010 and an increase of 19% from costs of
$63,447 in the fourth quarter of 2010. General and administrative expenses have
decreased in comparison to the prior year due to the migration to the Unibet'
s
Partner Program whereby we have reduced many of our costs, especially the
development of the

Page
    	19

bingo.com website. The increase in general and administrative
expenses compared to the fourth quarter of fiscal 2010, is due to the accrual
for the 2011 Annual General Meeting.

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 to $443,528 for the quarter ended March 31, 2011, compared to
salaries, wages, consultants and benefits of $261,988 in the first quarter of
2010 and an increase over salaries, wages, consultants and benefits of $181,728
in the fourth quarter of 2010. The majority of the Company'
s salaries, wages,
consultants and benefits are incurred in Canadian Dollars. This increase
compared to the first and fourth quarter of 2010, is due to the one time payment
of severance to certain members of our staff.

Depreciation and amortization

Equipment is depreciated using the declining
balance method over the useful lives of the assets, ranging from three to five
years. Depreciation and amortization decreased to $2,650 during the quarter
ended March 31, 2011, a decrease over costs of $16,076 during the same quarter
in the prior year and a decrease from costs of $3,063 in the fourth quarter of
2010. This decrease in depreciation and amortization is due to the aging of the
Company'
s equipment and the disposal of obsolete equipment.

Stock based
Compensation

During the year ended December 31, 2006, the
Company adopted ASC 718, Compensation-Stock Compensation, which requires us to
expense stock options granted. Stock based compensation decreased to $nil during
the quarter ended March 31, 2011, a decrease over stock based compensation of
$9,306 during the same quarter in the prior year and no change from stock based
compensation of $nil in the fourth quarter of 2010. This decrease in stock based
compensation during the quarter ended March 31, 2011, is due to the amendment to
all outstanding unvested options, to amend them to vest immediately during the
third quarter of fiscal 2010.

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, 2011, we
collected $nil (March 31, 2010 - $5,000) of the $1,200,050 due. During the year
ended December 31, 2010, we were advised that the purchaser had ceased
operations and is in the process of winding up the company. We expect that the
"best case"
 for collection of the outstanding amount of $769,550 due under the
purchase will be no more than approximately $110,000. Given the circumstances of
the winding up and the usual insolvency issues, there is no guarantee that even
this sum will be collectible.

**Income taxes**

The Company incurred income tax expense of $2,627 during the quarter ended March
31, 2011, in relation to profits earned in its subsidiaries in different
jurisdictions compared to taxation expense of $6,583 in the first quarter of
fiscal 2010 and taxation expense of $6,738 in the fourth quarter of fiscal 2010.
During the year ended December 31, 2005, Bingo.com, Inc. merged with its
subsidiary Bingo.com, Ltd. in Anguilla, British West Indies. Anguilla is a zero
tax jurisdiction.

Page
    	20

Net loss and loss per share

Net loss for the three months ended March 31,
2011, amounted to $743,332, a loss of $0.01 per share, an increase in net loss
of 116% compared to a net loss of $344,806, a loss of $0.01 per share for the
same period in 2010 and a increase in net loss of 185% compared to a net loss of
$260,682 or $0.01 per share in the fourth quarter of 2010. The increase in net
loss for the quarter ended March 31, 2011, compared to the first and fourth
quarter of 2010, is due to the launch of the television marketing campaign and
the one time severance payment to certain staff.

LIQUIDITY AND CAPITAL RESOURCES

We had cash of $839,635 and positive working
capital of $988,249 at March 31, 2011.  This compares to cash of $1,396,384 and
positive working capital of $1,723,394 at December 31, 2010.

During the quarter ended March 31, 2011, we used cash of $552,491 from operating
activities compared to using cash of $264,875 in the same period in the prior
year and compared to using cash of $540,915 in the fourth quarter of 2010.

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, 2011. 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, 2011, the Company's disclosure controls and procedures were effective
(at the "reasonable assurance" level mentioned above) to ensure that information
required to be disclosed by the Company in the reports it files or submits under
the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission's rules and forms.

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

Page
    	21

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, 2011. 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, 2011.

ITEM 3.          Defaults
Upon Senior Securities

Not applicable.

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

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

ITEM 5.          Other
Information

The Company did not
enter any new reportable agreements during the quarter ended March 31, 2011.

Subsequent to the quarter ended March 31, 2011,
the company entered management agreements with its executive officers and
certain staff. Mr. H. Bromley will continue in his role as CFO for the Company.
Mr. C. M. Devereux will continue to stand on the board of directors but will no
longer have an active day to day role in the Company.

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)                                                                                                                                           
|10.33          | Amended Consulting
		Agreement dated June 16, 2010, between the Company, T.M. Williams (Row),
		Ltd., and T.M. Williams. (f)                                                                                 
|10.34          | Executive
		Summary of Comprehensive Valuation Report by Evans & Evans Inc. on the
		Bingo.com, Ltd. 4% Domain Name Purchase Payments. (g)                                                                   
|10.35          | Consulting
		agreement dated April 1, 2011, between the Company and H. W. Bromley                                                                                                                            
|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 12
, 2011.
|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 12
, 2011.
|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 12
, 2011.        
|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 12
, 2011.        

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

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

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

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

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

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

(g) Previously filed with the Company'
s report
on Form 10-Q on August 13, 2010.

(h) Filed with the Company'
s report on Form 10-Q
on
May 1
2, 2011

Page
    	24

Reports on Form 8-K.

There were no Form 8-K filed during the quarter
ended March 31, 2011.

Reports Subsequent to the
quarter ended March 31, 2011.

None

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 12

,
		2011 |                                                                                                                   | BINGO.COM, LTD.    
|----- | ---------------- | ----------------------------------------------------------------------------------------------------------------- | -------------------
|      |                  | (Registrant)                                                                                                     
|Date: | May 12

,
		2011 |                                                                                                                   | /S/ T.M. Williams  
|      |                  | T. M. Williams,
		Chairman of the Board, Chief Executive Officer, and President
		(Principal
		Executive Officer)
|Date: | May 12

,
		2011 |                                                                                                                   | /S/
		H. W. Bromley
|      |                  | H.W. Bromley, Chief
		Financial Officer
		(Principal
		Accounting Officer)                                       

Page
    	26

EXHIBIT 10.35

CONSULTING AGREEMENT
DATED APRIL 1, 2011, BETWEEN THE COMPANY AND

H. W. BROMLEY

THIS
CONSULTING AGREEMENT

(the "Agreement"
) is dated effective as of April 1st, 2011 (the
"Effective Date"
).

BETWEEN:

Bingo.com, Ltd.,

a corporation
incorporated under the laws of the Anguilla, British West Indies and having an
office at Ground Floor, Hansa Bank Building, Landsome Road, AI 2640, The Valley,
Anguilla, B.W.I.
("Bingo.com"
 or "we"
)

AND:

Henry Bromley
 of
3851 Edgemont Boulevard, North Vancouver, British Columbia, Canada, V7R 2P9.  (the "Consultant"
 or "you"
)

WHEREAS, Bingo.com desires to retain the services of the Consultant
and Consultant desires to provide services to Bingo.com upon the terms and
conditions hereinafter set forth;

NOW THEREFORE in consideration of the terms and conditions
hereinafter set forth, and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties do hereby agree as
follows:

1.
      



Bingo.com
agrees to retain the Consultant to provide services in accordance with this
Agreement and the Consultant hereby agrees to provide services on the terms and
conditions set forth herein;

2.
      



The term of
this Agreement shall be from the Effective Date until termination of your
services by Bingo.com with two weeks notice without further obligation to you of
any kind. You may elect to terminate this Agreement on two weeks notice;

3.
      



During the
term of this Agreement, the Consultant agrees to perform any reasonable
consulting services in respect of the financial and administrative functions of
Bingo.com or its subsidiary companies, as requested by Bingo.com, in his
capacity as Chief Financial Officer, and any other consulting services as may be
agreed upon;

4.
      



In
consideration of the Consultant'
s services provided hereunder, Bingo.com
covenants and agrees that it will pay to the Consultant a fee of Canadian
Dollars $150 per chargeable hour, invoiced by you to Bingo.com monthly..

5.
      




In addition
to the fee provided in Paragraph 4, Bingo.com shall reimburse the Consultant for
all expenses incurred by him that are attributable or properly allowable to the
services provided to the Company under this Agreement, on the condition that all
such expenses have been pre-approved in writing by the Company.

6.
      



The Consultant
agrees on a weekly basis to advise the representative designated by Bingo.com
currently and specifically, Mr. T. M. Williams, of the present status of all
matters in respect of which

Page
    	27

you are then rendering services and to provide such
written reports as may be reasonably requested from time to time;

7.
      



To facilitate
provision of the consulting services, Bingo.com will make available, upon
request, appropriate office space, equipment and facilities but you will be
expected to perform the majority of your consulting tasks using your own
computer hardware/software and premises;

8.
      



The parties
agree that the relationship between the parties from and after the Effective
date is that of independent contractor and nothing in this Agreement shall be
construed so as to make them partners, joint-venturers, agents or create an
employer/employee relationship or render either of them liable for the debts and
obligations of the other;

9.
      



In connection
with this Agreement, you agree that all non-public material (the "Confidential
Material"
) received by you shall be held in strictest confidence by you at all
times and shall not, without Bingo.com'
s prior written consent, be disclosed
directly or indirectly to any other person, firm or corporation or used by you
other than for the purposes of providing the services as contemplated by this
Agreement.

Notwithstanding the above,
the Confidential Material shall not be considered to include any information or
knowledge which:

a)
      



was in the
public knowledge or generally known in the business community at the time of
disclosure;

b)
      



becomes part
of the public knowledge or is generally known in the business community after
the time of disclosure through no breach of your obligations hereunder, or;

c)
      



is required to
be disclosed by you in accordance with applicable law after notice of you.

IN WITNESS WHEREOF

the parties have caused the Agreement to be executed as of the effective date
first above written.

Bingo.com Ltd.

Per:     
/s/ T. M. Williams

T. M. Williams



/s/ H. W. Bromley

Henry
Bromley
(Witness)



Page
    	28

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, 2011, 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 12
, 2011

T. M. Williams, Chairman of the Board,

Chief Executive Officer and President

(Principal Executive Officer)

Page
    	29

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, 2011, 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 12
, 2011

H.W. Bromley,

Chief Financial Officer

(Principal Accounting Officer)

Page
    	30

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, 2011
, 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 12
, 2011

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
    	31

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, 2011
, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"
), I, H. W.
Bromley, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:

a)
       

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

b)
       

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





/S/ H. W. Bromley

H. W. Bromley

Chief Financial
Officer

May 12
, 2011

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
    	32