** **

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

**FORM  10-Q**

(Mark  one)

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

**For  the quarterly period ended****June 30, 2008**

[     ]      [    ]     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 registrant 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**

(Registrant's  telephone number, including area code)

 

| 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 36,200,203 as of August 14, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |

         

   

**BINGO.COM, LTD.**

**QUARTERLY REPORT ON FORM 10-Q**

**FOR THE PERIOD ENDED JUNE 30, 2008**

 

**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 | 11      |
| ITEM 4T.                                                                                                                                   | Controls and Procedures.                                                                   | 16      |
| PART II - OTHER          INFORMATION                                                                                                            | 18                                                                                         |
| ITEM 1.                                                                                                                                         | Legal Proceedings                                                                     | 18      |
| ITEM 2.                                                                                                                                    | Unregistered Sales of Equity Securities and Use of Proceeds                                | 18      |
| ITEM 3.                                                                                                                                         | Defaults Upon Senior Securities                                                       | 18      |
| ITEM 4.                                                                                                                                         | Submission of Matters to a Vote of          Security Holders                               | 18      |
| ITEM 5.                                                                                                                                         | Other Information                                                                     | 18      |
| ITEM 6.                                                                                                                                         | Exhibits and reports on Form 8-K                                                           | 19      |
| SIGNATURES                                                                                                                                      | 20                                                                                         |
| EXHIBITS                                                                                                                                        | 21                                                                                         |
| CERTIFICATIONS                                                                                                                                  | 21                                                                                         |
| Certification          pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906          of the  Sarbanes-Oxley Act of 2002. | 23                                                                                         |

Page 1

# PART I - FINANCIAL INFORMATION

## ITEM  1.                       Financial Statements.

**BINGO.COM,  LTD. and Subsidiaries**

Consolidated  Balance Sheets   

|                                                                                                                                                                                                                 |   | June			30, 2008 |   |   | December 31, 2007     |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------|--------|--------|-----------------------|
|                                                                                                                                                                                                                 |   | (Unaudited)     |   |   | (Audited)             |
| Assets                                                                                                                                                                                                               |   |            |   |   |                  |
| Current assets:                                                                                                                                                                                                      |   |            |   |   |                  |
|   			Cash                                                                                                                                                                                                  | $      | 920,308         |   | $      | 744,596               |
|   			Accounts receivable less allowance for doubtful

			  			accounts $nil (December 31, 2007 -			$36,778)                                                                                      |   | 56,616          |   |   | 143,186               |
|   			Prepaid expenses                                                                                                                                                                                      |   | 274,470         |   |   | 123,453               |
| Total Current Assets                                                                                                                                                                                                 |   | 1,251,394       |   |   | 1,011,235             |
|                                                                                                                                                                                                                 |   |            |   |   |                  |
| Equipment, net                                                                                                                                                                                                       |   | 204,661         |   |   | 129,568               |
|                                                                                                                                                                                                                 |   |            |   |   |                  |
| Other assets                                                                                                                                                                                                         |   | 110,566         |   |   | 110,878               |
|                                                                                                                                                                                                                 |   |            |   |   |                  |
| Domain name rights and intangible assets                                                                                                                                                                             |   | 1,260,125       |   |   | 1,265,068             |
|                                                                                                                                                                                                                 |   |            |   |   |                  |
| Deferred tax asset, less valuation allowance of			$401,250 (December 31, 2007 -			$754,719)

			 (Note 5)                                                                                                       |   | -          |   |   | -                |
|                                                                                                                                                                                                                 |   |            |   |   |                  |
| Total Assets                                                                                                                                                                                                         | $      | 2,826,746       |   | $      | 2,516,749             |
|                                                                                                                                                                                                                 |   |            |   |   |                  |
| Liabilities and Stockholders' Equity                                                                                                                                                                                 |   |            |   |   |                  |
| Current liabilities:                                                                                                                                                                                                 |   |            |   |   |                  |
|   			Accounts payable                                                                                                                                                                                      | $      | 169,350         |   | $      | 170,833               |
|   			Accrued liabilities                                                                                                                                                                                   |   | 100,124         |   |   | 67,021                |
|   			Accounts payable and accrued liabilities - related

			  			party (Note 6)                                                                                                                  |   | 47,688          |   |   | 24,772                |
|   			Unearned revenue                                                                                                                                                                                      |   | 204,016         |   |   | 100,486               |
| Total Current Liabilities                                                                                                                                                                                            |   | 521,178         |   |   | 363,112               |
|                                                                                                                                                                                                                 |   |            |   |   |                  |
| Commitments			(Note 4)                                                                                                                                                                                               |   |            |   |   |                  |
| Contingent			liabilities (Notes 8, 9 and 10)                                                                                                                                                                         |   |            |   |   |                  |
|                                                                                                                                                                                                                 |   |            |   |   |                  |
| Stockholders' equity :                                                                                                                                                                                           |   |            |   |   |                  |
|    Common stock, no			par value, unlimited shares 

			   authorized,			36,200,203 shares issued and

			   outstanding (December 31, 2007 -  

			    34,025,703) |   | 13,885,482      |   |   |  

			13,235,820 |
|   			Accumulated deficit                                                                                                                                                                                   |   | (11,604,494)    |   |   | (11,106,763)          |
|   			Accumulated other comprehensive loss:

			    			Foreign currency translation adjustment                                                                                          |   | 24,580          |   |   | 24,580                |
| Total Stockholders' Equity                                                                                                                                                                                           |   | 2,305,568       |   |   | 2,153,637             |
|                                                                                                                                                                                                                 |   |            |   |   |                  |
| Total Liabilities and Stockholders' Equity                                                                                                                                                                           | $      | 2,826,746       |   | $      | 2,516,749             |
|                                                                                                                                                                                                                      |        |                 |        |        |                       |  |

	See accompanying notes to consolidated financial	statements.

 Page    2

**BINGO.COM,  LTD. and Subsidiaries**

	Consolidated Statements of Operations

	For	the periods ended June 30, 2008 and 2007

	(Unaudited)

 

|                                                                                                              |   | Six			Months ended June 30, 2008 |   | Six			Months ended June 30, 2007 |   | Three			Months ended June 30, 2008 |   | Three			Months ended June 30, 2007 |
|-------------------------------------------------------------------------------------------------------------------|--------|----------------------------------|--------|----------------------------------|--------|------------------------------------|--------|------------------------------------|
|                                                                                                              |   |                             |   |                             |   |                               |   |                               |
| Advertising revenue                                                                                               | $      | 162,294                          | $      | 18,300                           | $      | 78,417                             | $      | 12,000                             |
| Gaming revenue                                                                                                    |   | 2,597,910                        |   | 226,025                          |   | 1,337,441                          |   | 226,025                            |
| Total revenue                                                                                                     |   | 2,760,204                        |   | 244,325                          |   | 1,415,858                          |   | 238,025                            |
|                                                                                                              |   |                             |   |                             |   |                               |   |                               |
| Cost of producing revenue                                                                                         |   | 1,864,257                        |   | 169,781                          |   | 925,293                            |   | 139,451                            |
|                                                                                                              |   |                             |   |                             |   |                               |   |                               |
| Gross profit                                                                                                      |   | 895,947                          |   | 74,544                           |   | 490,565                            |   | 98,574                             |
|                                                                                                              |   |                             |   |                             |   |                               |   |                               |
| Operating expenses:                                                                                               |   |                             |   |                             |   |                               |   |                               |
|   			Depreciation and amortization                                                                      |   | 27,826                           |   | 28,592                           |   | 14,228                             |   | 14,673                             |
|   			General and administrative                                                                         |   | 278,625                          |   | 216,870                          |   | 149,292                            |   | 119,530                            |
|   			Salaries, wages, consultants

			  			and benefits                                       |   | 527,718                          |   | 369,861                          |   | 262,648                            |   | 200,944                            |
|   			Selling and marketing                                                                              |   | 595,768                          |   | 360,880                          |   | 321,027                            |   | 299,754                            |
|   			Stock-based compensation                                                                           |   | 35,278                           |   | 60,174                           |   | 19,256                             |   | 30,087                             |
| Total operating expenses                                                                                          |   | 1,465,215                        |   | 1,036,377                        |   | 766,451                            |   | 664,988                            |
|                                                                                                              |   |                             |   |                             |   |                               |   |                               |
| Loss before other income (expense) and income			taxes                                                             |   | (569,268)                        |   | (961,833)                        |   | (275,886)                          |   | (566,414)                          |
|                                                                                                              |   |                             |   |                             |   |                               |   |                               |
| Other income (expense):                                                                                           |   |                             |   |                             |   |                               |   |                               |
|   			Foreign exchange losses                                                                            |   | (9,860)                          |   | (15,694)                         |   | (1,180)                            |   | (4,331)                            |
|   			Gain on resolution of debt                                                                         |   | 26,045                           |   | 36,895                           |   | 21,848                             |   | 4,198                              |
|   			Loss on disposal of

			    equipment                                               |   | (2,007)                          |   | -                                |   | (2,007)                            |   | -                                  |
|   			Interest income                                                                                    |   | 9,181                            |   | 10,747                           |   | 4,037                              |   | 9,614                              |
|   			Other income                                                                                       |   | 178                              |   | 6,591                            |   | -                                  |   | 2,606                              |
|   			Profit from sale of US

			   players and related assets

			    (Note 2) |   | 48,000                           |   | 60,000                           |   | 18,000                             |   | 20,000                             |
|                                                                                                              |   |                             |   |                             |   |                               |   |                               |
| Loss before income taxes                                                                                          |   | (497,731)                        |   | (863,294)                        |   | (235,188)                          |   | (534,327)                          |
|                                                                                                              |   |                             |   |                             |   |                               |   |                               |
| Income tax expense                                                                                                |   | -                                |   | -                                |   | -                                  |   | -                                  |
|                                                                                                              |   |                             |   |                             |   |                               |   |                               |
| Net loss                                                                                                          | $      | (497,731)                        | $      | (863,294)                        | $      | (235,188)                          | $      | (534,327)                          |
|                                                                                                              |   |                             |   |                             |   |                               |   |                               |
| Net loss per common share, basic and diluted                                                                      | $      | (0.01)                           | $      | (0.03)                           | $      | (0.01)                             | $      | (0.02)                             |
|                                                                                                              |   |                             |   |                             |   |                               |   |                               |
| Weighted			average common shares outstanding, basic and diluted                                                   |   | 34,532,365                       |   | 31,583,531                       |   | 35,029,873                         |   | 33,749,703                         |

	 

See	accompanying notes to consolidated financial statements.

	 Page 3

**BINGO.COM,  LTD. and Subsidiaries**

	Consolidated Statements of Stockholders' Equity

	For the period ended June 30, 2008

	(Unaudited)

 

|                                                                    | Common stock |           | Accumulated Other Comprehensive loss |                                    |
|-------------------------------------------------------------------------|--------------|----------------|--------------------------------------|-----------------------------------------|
|                                                                    | Shares       | Amount         | Accumulated Deficit                  | Foreign currency translation adjustment | Total Stockholders' Equity |
| Balance, December 31, 2007                                              | 34,025,703   | $			13,235,820 | $ (11,106,763)                       | $ 24,580                                | $2,153,637 |
|                                                                    |         |           |                                 |                                    |   |
|    Exercise of stock			options                                | 174,500      | 8,725          | -                                    | -                                       | 8,725 |
|                                                                    |         |           |                                 |                                    |   |
|    Private Placement                                          | 2,000,000    | 600,000        |                                 |                                    | 600,000 |
|                                                                    |         |           |                                 |                                    |   |
|    Stock-based

			  			compensation                | -            | 35,278         | -                                    | -                                       | 35,278 |
|                                                                    |         |           |                                 |                                    |   |
|    Issuance of			consultant

						   stock options | -            | 5,659          | -                                    | -                                       | 5,659 |
|                                                                    |         |           |                                 |                                    |   |
|    Net loss                                                   | -            | -              | (497,731)                            | -                                       | (497,731) |
| Balance, June 30, 2008                                                  | 36,200,203   | $			13,885,482 | $ (11,604,494)                       | $ 24,580                                | $ 2,305,568 |
|                                                                         |              |                |                                      |                                         |  |  |

 

 

See	accompanying notes to consolidated financial statements.

	 Page 4

**BINGO.COM,  LTD. and Subsidiaries**

	Consolidated Statements of Cash Flows

	Six Months Ended June 30, 2008 and 2007

	(Unaudited)

 

|                                                                                                                      |   |   | 2008             |   | 2007             |
|---------------------------------------------------------------------------------------------------------------------------|--------|--------|------------------|--------|------------------|
| Cash			flows from operating activities:                                                                                   |   |   |             |   |             |
|    Net loss                                                                                                     |   | $      | (497,731)        | $      | (863,294)        |
|    Adjustments to			reconcile net loss to net cash

			   used in operating			activities:             |   |   |             |   |             |
|      			Depreciation and amortization                                                            |   |   | 27,826           |   | 28,592           |
|      			Gain on resolution of debt                                                               |   |   | (26,045)         |   | (36,895)         |
|      			Loss (gain) on disposal of equipment                                                     |   |   | 2,007            |   | -                |
|      			Stock-based compensation                                                                 |   |   | 35,278           |   | 60,174           |
|      			Issuance of consultant stock option                                                      |   |   | 5,659            |   | 5,659            |
|      			Profit from the sale of US players and related

			      assets |   |   | (48,000)         |   | (60,000)         |
|    Changes in			operating assets and liabilities:                                                               |   |   |             |   |             |
|      			Accounts receivable                                                                      |   |   | 86,571           |   | 76,060           |
|      			Prepaid expenses                                                                         |   |   | (151,017)        |   | 25,763           |
|      			Other assets                                                                             |   |   | 312              |   | (19,663)         |
|      			Accounts payable and accrued liabilities                                                 |   |   | 80,581           |   | (59,367)         |
|      			Unearned revenue                                                                         |   |   | 103,530          |   | 21,511           |
|    Net cash used in			operating activities                                                                      |   |   | (381,029)        |   | (821,460)        |
|                                                                                                                      |   |   |             |   |             |
| Cash			flows from investing activities:                                                                                   |   |   |             |   |             |
|    Acquisition of			equipment                                                                                   |   |   | (99,984)         |   | (37,398)         |
|   			Proceeds from sale of US players and related assets                                                        |   |   | 48,000           |   | 60,000           |
|   			Proceeds on disposal of equipment                                                                          |   |   | -                |   | 112              |
|    Net cash provided			by investing activities                                                                  |   |   | (51,984)         |   | 22,714           |
|                                                                                                                      |   |   |             |   |             |
| Cash			flows from financing activities:                                                                                   |   |   |             |   |             |
|    Exercise of stock			options                                                                                  |   |   | 8,725            |   | 9,858            |
|   			Stock			option subscriptions received in advance                                                           |   |   | -                |   | 12,450           |
|    Private placement                                                                                            |   |   | 600,000          |   | 1,500,000        |
|    Repayment of			loans and notes payable                                                                       |   |   | -                |   | (1,457)          |
|    Net cash provided			by financing activities                                                                  |   |   | 608,725          |   | 1,520,851        |
|                                                                                                                      |   |   |             |   |             |
| Change in cash                                                                                                            |   |   | 175,712          |   | 722,105          |
|                                                                                                                      |   |   |             |   |             |
| Cash,			beginning of period                                                                                               |   |   | 744,596          |   | 521,203          |
| Cash,			end of period                                                                                                     |   | $      | 920,308          | $      | 1,243,308        |
|                                                                                                                      |   |   |             |   |             |
| Supplementary information:                                                                                                |   |   |             |   |             |
|    Interest paid                                                                                                |   | $      |  			-  | $      |  			-  |
|    Income taxes paid                                                                                            |   | $      | -           | $      | -           |
|                                                                                                                      |   |   |             |   |             |
| Non-cash transactions:                                                                                                    |   |   |             |   |             |
|    Acquisition of			equipment in exchange for settlement of debt                                                |   | $      | -                |   | 10,878           |

 

	 Page 5

**BINGO.COM,  LTD. and Subsidiaries**

Notes to Consolidated Financial Statements

Six months ended June 30, 2008 and 2007

(Unaudited)

 

 	**1.       ****Basis of Presentation:**
The accompanyingunaudited financial statements have been prepared by the Company in conformitywith accounting principles generally accepted in the United States of Americaapplicable to interim financial information and with the rules and regulationsof the United States Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normallyincluded in financial statements prepared in accordance with generally acceptedaccounting principles have been condensed, or omitted, pursuant to such rulesand regulations.  In the opinion ofmanagement, the unaudited interim financial statements include all adjustmentsnecessary for the fair presentation of the results of the interim periodspresented.  All adjustments are of anormal recurring nature, except as otherwise noted below. These financial statements should be read in conjunction with Bingo.com,Ltd.'s (the "Company") audited consolidated financial statements and notesthereto for the year ended December 31, 2007, included in the Company's AnnualReport on Form 10-KSB, filed March 28, 2008, with the Securities and ExchangeCommission.  The results ofoperations for the interim periods are not necessarily indicative of the resultsof operations for any other interim period or for a full fiscal year. 

During the quarter ended March 31, 2008, theCompany incorporated two fully owned subsidiaries Bingo.com (Alderney) Limitedand Coral Reef Marketing Inc. Bingo.com (Alderney) Limited is incorporated underthe laws of Alderney, Channel Islands and Coral Reef Marketing Inc. isincorporated under the laws of Anguilla, British West Indies.

Certain amounts in the prior year unaudited quarterly financial statements havebeen reclassified for comparative purposes to conform to the current yearquarterly presentation.

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

Effective October 12, 2006, theCompany, in response to the United States Unlawful Internet Gambling EnforcementAct, sold its United States players and related assets for $1,200,050, payableby the arms-length purchaser at a variable rate over the subsequent months. TheCompany will recognize the profit from the sale of these assets as and whenpayment is received. During the fourth quarter ended December 31, 2006, theCompany collected $180,000 and $120,000 during the year ended December 31, 2007,$30,000 during the first quarter of fiscal 2008 and $18,000 during the quarterended June 30, 2008, in payment for these assets.

		 

 

Amount

		Sale of US players		and related assets

$

		1,200,050

				 

				 

		 

		Payments received, fourth quarter fiscal 2006				

		 

		(180,000)

				 

				 

		 

		Balance December		31, 2006

		 

		1,020,050

		 

		 

		 

		Payments received, 2007

		 

		(120,000)

				 

				 

		 

		Balance December		31, 2007 

 

900,050

				 

				 

		 

		Payments received during the period

		 

		(48,000)

		 

		 

		 

		Balance remaining		June 30, 2008

$

852,050

 

	 Page 6

**BINGO.COM,  LTD. and Subsidiaries**

Notes to Consolidated Financial Statements

Six months ended June 30, 2008 and 2007

(Unaudited)

	 

 	
**3.   Stockholder's Equity:**

During the quarterended March 31, 2008, a director and officer of the Company, exercised his closeto expiry stock options for 24,500 shares for $1,225 at an exercise price of$0.05 per share. A total of 300 stock options expired unexercised.

During the quarterended June 30, 2008, a director and officer of the Company, exercised his closeto expiry stock options for 150,000 shares for $7,500 at an exercise price of$0.05 per share. A total of 150,000 stock options expired unexercised.

During the quarterended June 30, 2008, Bingo.com, Ltd. completed an non-brokered private placementof 2 million common shares at $0.30 per share. Total proceeds of the placement was $600,000.

The fair value of each option grant has beenestimated on the date of the grant using the Black-Scholes option-pricing modelwith the following assumptions:

		 

		 

Three		Months ended June 30, 2008

		 

Three		Months ended June 30, 2007

		Expected dividend		yield

		 

- 		

		 

- 		

		Expected stock		price volatility

		 

82 -		91%

		 

90 -		91%

		Weighted average		volatility

		 

127%

		 

91%

		Risk-free interest		rate

		 

3.36 -		4.52%

		 

4.45 -		4.52%

		Expected life of		options

		 

2.5 - 5		years

		 

2.5 - 5		years

		Block discount		applied

		 

40%

		 

40%

The block discount applied was due to the illiquidityof shares.

**4.  Commitments:**

The Company leases office facilities inVancouver, British Columbia, Canada; The Valley, Anguilla, British West Indies;and London, United Kingdom. These office facilities are leased under operatinglease agreements. The Canadian operating lease agreement expires on September30, 2010. The Anguillian operating lease expires on September 30, 2008. TheUnited Kingdom lease is with a company owned by a current director andofficer of the Company. This lease is for 30 days and is automatically renewedwith a 30 days notice period.

Minimum lease payments under theseoperating leases are approximately as follows:

				 

		 

		 

		2008

		$

		40,286

		2009

		 

		70,662

		2010

		 

		52,997

				 

		 

		 

The Companypaid rent expense totaling $26,623 for the quarter ended June 30, 2008 (June 30,2007 - $22,628).  

The Companyhas a management consulting agreement with T.M. Williams (ROW), Inc., anAnguilla incorporated company and Mr. Williams dated August 20, 2001, (the"Williams Agreement"), amended February 28, 2002, in connection with theprovision of services by Mr. Williams as President and Chief Executive Officerof the Company. The agreement was renewed for a further one year period on 

** **

	 Page 7

**BINGO.COM,  LTD. and Subsidiaries**

Notes to Consolidated Financial Statements

Six months ended June 30, 2008 and 2007

(Unaudited)

	 

 	
**4.  Commitments: (Continued)**

August 1,2007, on substantially the same terms and conditions, whereby the Company willpay to T.M. Williams (ROW), Ltd., 10% of the operating profit of the Company, asdefined in the amendment, to a maximum of $25,000 per month, in arrears.

5.   Income Taxes

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

		 

		 

		June 30, 2008

		 

		 

		Six Months

		Computed		"expected" tax expense

$

		169,228

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

		 

		(195,614)

		Other

		 

		(472)

		Expiration of tax		asset

		 

		(314,179)

		Change in exchange		rates

		 

		(14,658)

		Change in		valuation allowance

		 

		355,695

		 

$

- 		

The tax effects of temporarydifferences that give rise to significant portions of the deferred tax assetsand deferred tax liabilities at June 30, 2008, and December 31, 2007, arepresented below:

		 

		 

June 30, 2008

 

December 31, 2007

		Deferred tax assets:

		 

		 

		 

		 

		  		Net operating loss carry forwards

$

401,250

$

754,719

		 

 

 

 

		 

		  		Valuation Allowance 

 

(401,250)

 

(754,719)

		 

$

- 		

$

- 		

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

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

	 Page 8

**BINGO.COM,  LTD. and Subsidiaries**

Notes to Consolidated Financial Statements

Six months ended June 30, 2008 and 2007

(Unaudited)

	 

 	
**6.   Related Party Transactions**

TheCompany has a liability of $9,767 (December 31, 2007 - $2,306), to a companyowned by a current director and officer of the Company for payment of servicesrendered and expenses incurred by the current director and officer of theCompany.

Payments made toBingo, Inc. in relation to the domain name purchase payment totaled $56,634during the quarter ended June 30, 2008 (Quarter ended June 30, 2007 - $11,106).

The Company has a receivable balance in relation toadministration services supplied of $nil(December 31, 2007 - $13,259), from a company whose director is a currentdirector and officer of the Company.

7.   Segmented information:

Revenue

The Companyoperates in one reportable business segment, the business of providing games andentertainment based on the game of bingo through its Internet portal, bingo.com,supported mainly by receiving deposits for the games for money and sellingadvertising on the website.  Therevenue for the quarter ended June 30, 2008 and 2007, has been derived primarilyfrom total dollars wagered, including bonus wagered, on all games less allwinnings payable to players. 

Equipment

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

 

		Net Book Value

		 

June		30,

2008

		 

		December 31, 2007

		 

		 

		 

		 

		 

		Alderney, Channel Islands

$

83,158

$

		-

		Canada

 

74,588

 

		78,588

		Curacao, Netherlands Antilles

 

46,915

 

		50,980

		 

$

204,661

$

		129,568

**8.        Concentrations**

           Major customers

For the quarterended June 30, 2008, there was no single player on the gaming site who hadwagered more than 10% of the total gaming revenue. The Company is reliant onvarious payment processors who process funds players have wagered on the gamingsite. For the quarter ended June 30, 2008, there were two processors, Royal Bankof Scotland and NETeller, each receiving 92% and 8% respectively of the totalfunds processed. 

During thequarter ended June 30, 2008, the Company offered limited advertising. Thereforethere were no advertising sales representing more than 10% of the total sales. 

For the quarter endedJune 30, 2007, there were no sales to customers, which were in excess of 10% oftotal sales. 

 

	 Page 9

**BINGO.COM,  LTD. and Subsidiaries**

Notes to Consolidated Financial Statements

Six months ended June 30, 2008 and 2007

(Unaudited)

	 

 	
**9.    Concentrations ofCredit Risk:**

Financial instruments that potentially subjectthe Company to concentrations of credit risk consist primarily of cash andaccounts receivable.  The Companyplaces its cash with high quality financial institutions and limits the amountof credit exposure with any one institution. 

The Company currently maintains its cash balances at financialinstitutions. At June 30, 2008, the Company had $333,301 (December 31, 2007 -$378,441) in excess of federally insured limits. 

The Company hasconcentrations of credit risk with respect to accounts receivable, the majorityof its accounts receivable are concentrated geographically in the United Kingdomamongst a small number of customers. 

As of June 30, 2008,two customers totaling $21,494 and $18,400, who accounted for total accountsreceivable greater than 10%. As of December 31, 2007, three customers, totaling$59,500, $26,886 and $25,389 who accounted for greater than 10% of the totalaccounts receivable.

The Company controlscredit risk through monitoring procedures and receiving prepayments of cash forservices rendered.  The Companyperforms credit evaluations of its customers but generally does not requirecollateral to support accounts receivable.

**10.      Contingent liabilities:**

The Company has acontingent liability of $830,114 (December 31, 2007 - $441,916) for player bonusbalances. These balances are not withdrawable but can be wagered. Any winningsmade on these bonus wagers can be immediately withdrawn. 

 

	 Page 10

** ITEM2.       Management's Discussion and Analysis of Financial Condition and Resultsof Operations**

The following Management's Discussion and Analysis orPlan of Operation contains forward-looking statements that involve risks anduncertainties, as described below. Bingo.com, Ltd.'s (the "Company", "we", or "us") actual results could differmaterially from those anticipated in these forward-looking statements. The following discussion should be read in conjunction with the unauditedinterim consolidated financial statements and notes thereto included in Part I -Item 1 of this Quarterly Report, and the audited consolidated financialstatements and notes thereto and the Management Discussion and Analysis or planof Operations included in our Annual Report on Form 10-KSB for the fiscal yearended December 31, 2007.

**FORWARD LOOKINGSTATEMENTS**

**All statements contained in this Quarterly Report on Form10-Q and the documents incorporated herein by reference, as well as statementsmade in press releases and oral statements that may be made by us or byofficers, directors or employees acting on our behalf, that are not statementsof historical fact constitute "forward-looking statements" within the meaning ofthe 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 bematerially different from historical results or from any future resultsexpressed or implied by such forward-looking statements. Readers should considerstatements that include the terms "believe," "belief," "expect," "plan,""anticipate," "intend" or the like to be uncertain and forward-looking. Inaddition, all statements, trends, analyses and other information contained inthis report relative to trends in net sales, gross margin, anticipated expenselevels and liquidity and capital resources, constitute forward-lookingstatements. Particular attention should be paid to the facts of our limitedoperating history, the unpredictability of our future revenues, our need for andthe availability of capital resources, the evolving nature of our businessmodel, and the risks associated with systems development, management of growthand business expansion.  Except asrequired by law, we undertake no obligation to update any forward-lookingstatement, whether as a result of new information, future events or otherwise.All cautionary statements made herein should be read as being applicable to allforward-looking statements wherever they appear. Readers should consider the risks more fully described in our AnnualReport on Form 10-KSB for the year ended December 31, 2007, filed with theSecurities and Exchange Commission (the "SEC") and should not place unduereliance on any forward-looking statements.**

 

	 Page 11

**OVERVIEW**

We are in thebusiness of developing and operating a bingo based web portal designed toprovide a variety of Internet based games played by individuals plus other formsof entertainment, including an online community, chat rooms, contests,sweepstakes, tournaments, and more. Using our bingo.com domain name andincorporating a variety of games and content to attract and retain a largenumber of subscribers, we have built one of the leading bingo-based portals onthe Internet. Our website has attracted millions of visitors of which over1,900,000 have gone through a detailed sign-up process and become registeredusers. The levels of Internet traffic have a direct impact on our revenues as,generally, the greater the Internet traffic, the greater the amount of gaming oradvertising revenue received.

We generaterevenue from players depositing funds into their account on our website and thenplaying games for money. An additional source of revenue comes from sellingadvertising on our portal to other companies who wish to advertise theirproducts to our user demographic. We obtained a gaming license and commencedgaming operations from Curacao, Netherlands Antilles in May 2005. We have beengranted an Alderney gaming license and have prepaid the annual license fee ofGBP70,000 Pounds Sterling. We may commence operations under this license after final approval andtesting of our systems, which is currently in progress. The Alderney licensewill enable us to advertise in the United Kingdom. 

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

In addition, we offermultiple fixed and progressive Jackpot games. We provide for all progressiveJackpot games as recorded in unearned revenue.

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

We have made asignificant investment in the development of our website, purchase of domainname, branding, marketing, and maintaining operations. As a result we have incurred significant losses since inception, and asof June 30, 2008, had an accumulated deficit of $11,604,494. 

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

During the quarter ended June 30, 2007, we launched our United Kingdom focusedwebsite, with games targeted to the United Kingdom audience and the games playedin British pounds sterling. Gaming revenue from the Bingo.com website accountedfor approximately 94% of our revenue for the quarter ended June 30, 2008. Movingforward we will continue to focus our marketing on attracting additional playersfrom jurisdictions such as the United Kingdom where Internet gambling isregulated and considered legal. 
****
	 Page 12

**CRITICAL ACCOUNTINGPOLICIES**

Our discussion and analysis of our financial condition and results ofoperations are based upon our financial statements, which except for lack of alldetailed note disclosures, have been prepared in conformity with accountingprinciples generally accepted in the United States. The preparation of thesefinancial statements requires us to make estimates and judgments that affect thereported amounts of assets, liabilities, revenues and expenses, and relateddisclosure of contingent assets and liabilities. On an on-going basis, weevaluate these estimates, including those related to impairment or disposal oflong-lived assets, contingencies and litigation. We base our estimates onhistorical experience and on various other assumptions that are believed to bereasonable under the circumstances, the results of which form the basis formaking judgments about the carrying values of assets and liabilities that arenot readily apparent from other sources. Actual results may differ from theseestimates under different assumptions or conditions.

Weconsider the following accounting policies to be both those most important tothe portrayal of our financial condition and require the most subjectivejudgment: 

-Revenue recognition;  

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

Revenue recognition:

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

Advertising revenues have been recognized asthe advertising campaign or impressions and clicks are made on the website andwhen collection of the amounts are reasonably assured. Cash received in advanceof the advertising campaigns or impressions and clicks are recorded underunearned revenue.

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

The Company accounts for long-lived assets in accordance with the provisions ofSFAS No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets"and SFAS No. 142 "Accounting for Goodwill and Other Intangible Assets". As ofJune 30, 2008, the only long-lived assets reported on the Company's consolidatedbalance sheet are equipment, intangible assets and domain name rights. These provisions require that long-lived assets and certain identifiablerecorded intangibles be reviewed for impairment whenever events or changes incircumstances indicate that the carrying amount of an asset may not berecoverable.  Recoverability ofassets to be held and used is measured by a comparison of the carrying amount ofan asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to berecognized is measured by the amount by which the carrying amount of the assetsexceed the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount andthe fair value less costs to sell.

	 Page 13

**RESULTS OFOPERATIONS**

           **Revenue**

Total revenue increasedto $1,415,858 for the quarter ended June 30, 2008, an increase from revenue of$238,025 for second quarter of 2007 and an increase of 5% from revenue of$1,344,346 in the first quarter of 2008. Effective October 12, 2006, in responseto the United States Unlawful Internet Gambling Enforcement Act of 2006 we soldour US players and related assets to an unrelated company. We commenced offeringcash games in the United Kingdom in the second quarter of 2007. We had GamingRevenue of $1,337,441 in the quarter ended June 30, 2008, compared GamingRevenue of $226,025 in the second quarter of 2007 and an increase of 6% fromrevenue of $1,260,469 in the first quarter of 2008. We earned advertising revenue of $78,417 in the quarter ended June 30,2008, an increase from advertising revenue of $12,000 in the second quarter of2007 and a decrease of 7% from advertising revenue of $83,877 in the firstquarter of 2008.****

**Cost of revenue**

We recorded cost ofrevenue of $925,293 during the quarter ended June 30, 2008, an increase comparedto costs of $139,451 for the second quarter of 2007 and a decrease of 1% overcosts of $938,964 in the first quarter of 2008. The gross margin increased to 35% for the quarter ended June 30, 2008,compared to gross margin of 41% in the second quarter of 2007 and 30% grossmargin in the first quarter of 2008. Cost of revenue consists of bonuses grantedon deposits made by players, the cost of hosting the website, payment processingfees in relation to deposits from and withdrawals to our players, softwarelicense fees, and the domain name purchase payments. The increase in cost ofrevenue for the quarter ended June 30, 2008, compared to the second quarter of2007 is due to the launch of the UK website in the second quarter of 2007. Thedecrease in cost of revenue for the quarter ended June 30, 2008, compared to thefirst quarter of 2008 is due to a decrease in bonuses granted to players. Theawarding of deposit bonuses is required both to be competitive with otherbingo-oriented websites and to build a large customer base as quickly aspossible.

           **Sales and marketing expenses**

Sales and marketingexpenses increased to $321,027 for the quarter ended June 30, 2008, an increaseof 7% over expenses of $299,754 in the second quarter of 2007 and an increase of17% from expenses of $274,741 in the first quarter of 2008. Sales and marketingexpenses principally include costs for signup bonuses, marketing, prizes for ourplayers and other bonuses and incentives offered to gaming players. The increasein sales and marketing expenses for the quarter ended June 30, 2008, compared tothe second quarter of 2007 is due to the launch of the UK website in the secondquarter of 2007. The increase in sales and marketing expenses for the quarterended June 30, 2008, compared to the first quarter of 2008, is due to anincrease in marketing bonuses awarded to players. 

We expect to continue to incur sales and marketing expenses to increasetraffic from the United Kingdom and other selected markets and, consequently,deposits to our web portal. These costs will include bonuses and incentives,commissions, salaries, advertising, and other promotional expenses intended toincrease our subscriber base and improve gaming revenue. There can be noassurances that these expenditures will result in increased traffic orsignificant additional revenue.

	 Page 14

 

           **General and administrative expenses**

General andadministrative expenses consist primarily of premises costs for our office,legal and professional fees, and other general corporate and office expenses.General and administrative expenses increased to $149,292 for the second quarterof 2008, an increase of 25% from costs of $119,530 for the second quarter of2007 and an increase of 15% from costs of $129,334 in the first quarter of 2008.The increase in general and administrative expenses for the quarter ended June30, 2008, compared to the second quarter of 2007 and the first quarter of 2008,is due to an increase in audit fees in relation to the Bingo.com subsidiariesand expenses incurred in relation to the Company's Annual General Meeting heldduring the second quarter of 2008. 

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

**Salaries, wages, consultants and benefits**

Salaries, wages,consultants and benefits increased to $262,648 for the quarter ended June 30,2008, an increase of 31% compared to salaries, wages, consultants and benefitsof $200,944 in the second quarter of 2007 and a decrease of 1% over salaries,wages, consultants and benefits of $265,070 in the first quarter of 2008. Thisincrease compared to the second quarter of 2007, is due to the recruitment ofadditional staff in order to run the expanded business and regular increases inthe rates of pay. 

**Depreciation and amortization**

Depreciation and amortization includesdepreciation of our equipment, as well as amortization of intangible assetrelating to the email list. Equipment is depreciated using the declining balancemethod over the useful lives of the assets, ranging from three to five years. Depreciation and amortization increased to $14,228 during the quarterended June 30, 2008, a decrease of 3% over costs of $14,673 during the samequarter in the prior year and an increase of 5% from costs of $13,597 in thefirst quarter of 2008. This decrease in depreciation and amortization comparedto the second quarter of 2007, can be explained due to the aging of assets. Theincrease in depreciation and amortization compared to the first quarter of 2008,is due to the acquisition of equipment, especially computers and servers, toenable us to run the expanded business.

**Stock basedCompensation**

Stock basedcompensation decreased to $19,256 during the quarter ended June 30, 2008, adecrease of 36% over stock based compensation of $30,087 during the same quarterin the prior year and an increase of 20% from stock based compensation of$16,022 in the first quarter of 2008. The decrease in stock based compensationcompared to the second quarter of 2007, is due to the expiration of stockoptions during fiscal 2007 and 2008. The increase in stock based compensationcompared to the first quarter of 2008, is due to stock options granted duringthe second quarter of fiscal 2008.

**Profit on sale of USGaming players**

EffectiveOctober 12, 2006, the Company, in response to the United States UnlawfulInternet Gambling Enforcement Act, sold its United States players and relatedassets for $1,200,050, to an arms length third party payable by the purchaser ata variable rate over the subsequent months until fully paid. We recognize theprofit from the sale of these assets as and when payment is received. During thequarter ended June 30, 2008, we collected $18,000 of the $1,200,050 due,compared to payments received of $20,000 during the same quarter in the prioryear and $30,000 in the first quarter of 2008.

	 Page 15

 

           **Net loss and loss per share**

Net loss for the threemonths ended June 30, 2008, amounted to $235,188, a loss of $0.01 per share, adecrease of 56% compared to a net loss of $534,327, a loss of $0.02 per sharefor the same period in 2007 and a decrease in net loss of 10% compared to a netloss of $262,543 or $0.01 per share in the first quarter of 2008. The decreasein net loss for the quarter ended June 30, 2008, compared to the second quarterof 2007 and the first quarter of 2008, is due to the increase in revenue as aresult of the launch of the UK website in the second quarter of 2007. 

**LIQUIDITY AND CAPITALRESOURCES**

We had cash of$920,308 and working capital of $730,216 at June 30, 2008. This compares to cash of $744,596 and working capital of $648,123 atDecember 31, 2007. 

During the quarterended June 30, 2008, we used cash of $174,510 from operating activities comparedto using cash of $486,004 in the same period in the prior year and compared tousing cash of $206,519 from operating activities in the first quarter of fiscal2008. 

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

During the quarterended June 30, 2008, we completed a non-brokered private placement of 2 millioncommon shares at $0.30 per share. Total proceeds of the placement was $600,000. ****

**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, asamended (the "Exchange Act"), the Company carried out an evaluation under thesupervision and with the participation of the Company's management, includingthe President and Chief Executive Officer and the Chief Financial Officer, ofthe effectiveness of the Company's disclosure controls and procedures as of June30, 2008. In designing and evaluating the Company's disclosure controls andprocedures, the Company and its management recognize that there are inherentlimitations to the effectiveness of any system of disclosure controls andprocedures, including the possibility of human error and the circumvention oroverriding of the controls and procedures. Accordingly, even effectivedisclosure controls and procedures can only provide reasonable assurance ofachieving their desired control objectives. Additionally, in evaluating andimplementing possible controls and procedures, the Company's management wasrequired to apply its reasonable judgment. Furthermore, in the course of thisevaluation, management considered certain internal control areas, in which wehave made and are continuing to make changes to improve and enhance controls.Based upon the required evaluation, the Chief Executive Officer and the ChiefFinancial Officer concluded that as of June 30, 2008, the Company's disclosurecontrols and procedures were effective (at the "reasonable assurance" levelmentioned above) to ensure that information required to be disclosed by theCompany in the reports it files or submits under the Exchange Act is recorded,processed, summarized and reported within the time periods specified in theSecurities and Exchange Commission's rules and forms.

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

	 Page 16

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

**(b)        Changes in internalcontrols.**

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

 

	 Page 17

**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 June30, 2008. We are currently not aware of any legal proceedings proposed to beinitiated against the Company. However, from time to time, we may become subjectto claims and litigation generally associated with any business venture. 

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

During the quarter ended June 30, 2008, the Companycompleted a non-brokered unregistered private placement for 2 million commonshares at $0.30 per share. Total proceeds from the placement were $600,000.Proceeds of the private placement will be used for general working capitalpurposes.

**ITEM 3.         Defaults Upon Senior Securities**

Not applicable.

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

During the quarter ended June 30, 2008, we held our Annual Meeting ofStockholders for the purposes of electing our directors and to ratify theappointment of Dohan and Company, CPA's, P.A., as our independent auditors forthe 2008 fiscal year. The Company issued a schedule 14A proxy statement to theshareholders on April 16, 2008.

All nominees for directors were elected and the appointment of auditorswas ratified. The voting on each matter is set forth below: 

**Election of the Directors of theCompany.**

**Nominee                      For                  Against            Abstain**

T.M. Williams             29,168,690        221,045            44,338

J.M. Williams              29,289,999        99,737              44,337

C. M. Devereux           29,176,239        213,297            44,537

**Proposal to ratify the appointment of Dohan and Company, CPA.'s, P.A.,as our independent auditors for the 2008 fiscal year.**

**For                        Against                        Abstain******

29,300,348                    71,449                          62,276

 

**ITEM 5.         Other Information**

           **New Agreements**

The Company did not enter anynew reportable agreements during the quarter ended June 30, 2008.

	 Page 18

 

**ITEM 6.          Exhibits andreports on Form 8-K**

Exhibits

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

**Exhibit Number**

**Description**

		4.4

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

		4.5

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

		10.2

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

		10.24

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

		10.29

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

		10.32

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

		31.1

		Certificate of		Chief Executive Officer pursuant to the Securities Exchange Act Rules		13a-15(e) and 15d -15(e) as adopted pursuant to Section 302 of the		Sarbanes-Oxley Act of 2002 dated August 14, 2008.

		31.2

		Certificate of		Chief Financial Officer pursuant to the Securities Exchange Act Rules		13a-15(e) and 15d -15(e) as adopted pursuant to Section 302 of the		Sarbanes-Oxley Act of 2002 dated August 14, 2008.

		32.1

		Certification		from the Chief Executive Officer of Bingo.com, Ltd. pursuant to 18		U.S.C. Section 1350, as adopted pursuant to Section 906 of the		Sarbanes-Oxley Act of 2002 dated August 14, 2008.

		32.2

		Certification		from the Chief Financial Officer of Bingo.com, Ltd. pursuant to 18		U.S.C. Section 1350, as adopted pursuant to Section 906 of the		Sarbanes-Oxley Act of 2002 dated August 14, 2008.

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

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

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

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

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

 

	 Page 19
****
**Reports on Form 8-K.**

The company filed aForm 8-K on May 22, 2008, stating that the Company had completed a privateplacement of 2 million shares at $0.30 per share to raise net proceeds of$600,000.  These shares were placedwith non U.S. residents under Regulation S exemptions. Proceeds of the private placement will be used for general workingcapital purposes.

The company filed aForm 8-K on June 6, 2008, stating that all the nominees for directors wereelected and the appointment of auditors was ratified.

 

**Reports Subsequentto the quarter ended June 30, 2008.**

None

	 Page 20

**SIGNATURES**

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

 

		Date: 

		August 14, 2008

 

**BINGO.COM, LTD.**

		 

		 

		(Registrant)

		Date: 

		August 14, 2008

		 

*           		/S/ T.M. Williams                     *

		 

		 

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

		(Principal		Executive and Accounting Officer)

		Date: 

		August 14, 2008

		 

* *

*           		/S/ H. W. Bromley                    *

** **

		 

		H.W. Bromley,		Chief Financial Officer

		(Principal		Accounting Officer)

 

	 Page 21

**EXHIBIT31.1**

**CERTIFICATIONS**

I, T. M. Williams, certify that:

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

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

3. Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of Bingo.com, Ltd. as of, and for, the periods presented in thisquarterly report; 

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

(a)  Designed such disclosure controls and procedures, orcaused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to Bingo.com, Ltd.,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is beingprepared; 

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

(c) Evaluated the effectiveness of Bingo.com, Ltd.'s disclosure controls andprocedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of as of June 30, 2008, covered bythis quarterly report based on such evaluation; and 

(d)  Disclosed in this report any change Bingo.com, Ltd.'s internal control overfinancial reporting that occurred during Bingo.com, Ltd.'s most recent fiscalquarter that has materially affected, or is reasonably likely to materiallyaffect, 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 ourmost recent evaluation of internal control over financial reporting, toBingo.com, Ltd.'s auditors and the audit committee of Bingo.com, Ltd.'s board ofdirectors (or persons performing the equivalent functions): 

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

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

***Signed*****:** /S/ T. M.  Williams                                                    ***Date :*** August 14, 2008

T.M. Williams, Chairman of the Board, 

Chief Executive Officer, President and Secretary 

(Principal Executive Officer)

	 Page 22

**EXHIBIT31.2**

**CERTIFICATIONS**

I, H. W. Bromley, certify that: 

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

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

3. Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of Bingo.com, Ltd. as of, and for, the periods presented in thisquarterly report; 

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

(a)  Designed such disclosure controls and procedures, orcaused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to Bingo.com, Ltd.,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is beingprepared; 

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

(c)  Evaluated the effectiveness of Bingo.com, Ltd.'s disclosure controls andprocedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of as of June 30, 2008, covered bythis quarterly report based on such evaluation; and 

(d)  Disclosed in this report any change Bingo.com, Ltd.'s internal control overfinancial reporting that occurred during Bingo.com, Ltd.'s most recent fiscalquarter that has materially affected, or is reasonably likely to materiallyaffect, 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 ourmost recent evaluation of internal control over financial reporting, toBingo.com, Ltd.'s auditors and the audit committee of Bingo.com, Ltd.'s board ofdirectors (or persons performing the equivalent functions): 

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

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

 

***Signed*****:** /S/ H. W. Bromley                                                    ***Date :*** August 14, 2008

H.W. Bromley, 

Chief Financial Officer

(Principal Accounting Officer)

	 Page 23

**EXHIBIT32.1**

**CERTIFICATION PURSUANT TO**

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

**AS ADOPTED PURSUANT TO**

**SECTION 906 OF THE SARBANES-OXLEY ACT OF2002**

In connection with theQuarterly Report of Bingo.com, Ltd. (the "Company") on Form 10-Q for the periodended June 30, 2008, as filed withthe Securities and Exchange Commission on the date hereof (the "Report"), I, T.M. Williams, Chief Executive Officer of the Company, certify, pursuant to 18U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of2002, that:

a)  The Report fullycomplies with the requirements of Section 13(a) or 15(d) of the SecuritiesExchange Act of 1934; and

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

 

 

 

 

                                                                      */S/ T.M. Williams         *

                                                           T. M. Williams

                                                           President and Chief Executive Officer

                                                   August 14, 2008

 

 

 

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

	 Page 24

**EXHIBIT32.2**

**CERTIFICATION PURSUANT TO**

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

**AS ADOPTED PURSUANT TO**

**SECTION 906 OF THE SARBANES-OXLEY ACT OF2002**

In connection with theQuarterly Report of Bingo.com, Ltd. (the "Company") on Form 10-Q for the periodended June 30, 2008, as filed withthe Securities and Exchange Commission on the date hereof (the "Report"), I, H.W. Bromley, Chief Financial Officer of the Company, certify, pursuant to 18U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of2002, that:

a)   The Report fully complies with the requirements of Section 13(a) or15(d) of the Securities Exchange Act of 1934; and

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

 

 

 

 

                                                           *           /S/ H. W. Bromley        *

                                                           H. W. Bromley

                                                           Chief Financial Officer

                                                                       August 14, 2008

 

 

 

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

	 Page 25

** **