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 September 30, 2009

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

Commission
    File Number: 333-120120-01

BINGO.COM, LTD.

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



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



National Bank of Anguilla Corporate Building, 1St
  Floor

St Mary's Road, TV1 02P

The
    Valley, Anguilla, B.W.I

(Address
  of principal executive offices)



(264)
    461-2646

(Issuer's
  telephone number)



|Indicate by check mark
		whether the registrant (1) has filed all reports required to be filed by
		Sections 13 or 15(d) of the Exchange Act during the past 12 months (or
		for such shorter period that the registrant was required to file such
		reports), and (2) has been subject to such filing requirements for the
		past 90 days.
		Yes
        [ X ]      No [  ]                                       
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Indicate by check mark
			whether the registrant is a large accelerated filer, an accelerated
			filer, a non-accelerated filer, or a smaller reporting company.
		Large accelerated filer 
		[ ]                                                   
		Accelerated filer                
		[  ]
		Non-accelerated filer   
		[ ]                                                  
		Smaller reporting company  [X]

|Indicate
        by check mark whether the registrant is a shell company (as defined in
        Rule 12b-2 of the Exchange Act).                                                                         
        Yes [     ]      No
        [ X ]
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|APPLICABLE ONLY TO CORPORATE ISSUERS
			The number of outstanding shares of
			the Issuer's common stock, no par value per share, was 41,517,703 as
		of November 16, 2009.                                                                        



BINGO.COM,
	LTD.

QUARTERLY
	REPORT ON FORM 10-Q

FOR THE
	PERIOD ENDED SEPTEMBER 30, 2009



TABLE OF
	CONTENTS

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

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

Page 1

# PART I - FINANCIAL INFORMATION

## ITEM
  1.                     
  Financial Statements.

BINGO.COM,
  LTD. and Subsidiaries

Consolidated
	Balance Sheets

|                                                                                                                                                  |   | September 30, 2009 |  |   | December 31, 2008
|------------------------------------------------------------------------------------------------------------------------------------------------- | - | ------------------ |  | - | -----------------
|                                                                                                                                                  |   | (Unaudited)        |  |   | (Audited)        
|Assets                                                                                                                                            |   |                    |  |   |                  
|Current assets:                                                                                                                                   |   |                    |  |   |                  
|Cash                                                                                                                                              | $ | 547,505            |  | $ | 412,002          
|Accounts
			receivable less allowance for doubtful
			accounts $789,550 (December 31, 2008 - $837,050)(Note 3)                                    |   | 82,039             |  |   | 43,239           
|Prepaid
			expenses                                                                                                                               |   | 74,598             |  |   | 123,650          
|Total Current
			Assets                                                                                                                           |   | 704,142            |  |   | 578,891          
|                                                                                                                                                  |   |                    |  |   |                  
|Equipment, net                                                                                                                                    |   | 158,422            |  |   | 199,367          
|                                                                                                                                                  |   |                    |  |   |                  
|Other assets                                                                                                                                      |   | 148,574            |  |   | 122,335          
|                                                                                                                                                  |   |                    |  |   |                  
|Domain name
			rights and intangible assets                                                                                                       |   | 1,257,241          |  |   | 1,257,241        
|                                                                                                                                                  |   |                    |  |   |                  
|Deferred tax
			asset, less valuation allowance of $48,939 (December 31, 2008 -
			$275,926) (Note 6)                                             |   | -                  |  |   | -                
|                                                                                                                                                  |   |                    |  |   |                  
|Total Assets                                                                                                                                      | $ | 2,268,379          |  | $ | 2,157,834        
|                                                                                                                                                  |   |                    |  |   |                  
|Liabilities and
			Stockholders' Equity                                                                                                           |   |                    |  |   |                  
|Current
			liabilities:                                                                                                                           |   |                    |  |   |                  
|Accounts
			payable                                                                                                                               | $ | 103,083            |  | $ | 121,208          
|Accrued
			liabilities                                                                                                                            |   | 112,520            |  |   | 99,031           
|Accounts
			payable and accrued liabilities - related
			party (Note
			7)                                                                        |   | 59,418             |  |   | 22,336           
|Provision for
			progressive jackpots                                                                                                             |   | 266,880            |  |   | 159,798          
|Players float                                                                                                                                     |   | 81,502             |  |   | 52,023           
|Total Current
			Liabilities                                                                                                                      |   | 623,403            |  |   | 454,396          
|                                                                                                                                                  |   |                    |  |   |                  
|Commitments
			(Note 5)                                                                                                                           |   |                    |  |   |                  
|Contingent
			liabilities (Notes 9, 10 and 11)                                                                                                    |   |                    |  |   |                  
|                                                                                                                                                  |   |                    |  |   |                  
|Stockholders'
			equity (Note 4):                                                                                                                 |   |                    |  |   |                  
|Common stock,
			no par value, unlimited shares
			authorized,
			41,517,703 shares issued and outstanding
			(December 31,
			2008 - 36,200,203) |   | 14,785,054         |  |   | 13,942,408       
|Accumulated
			deficit                                                                                                                            |   | (13,164,658)       |  |   | (12,263,550)     
|Accumulated
			other comprehensive loss:
			Foreign
			currency translation adjustment                                                            |   | 24,580             |  |   | 24,580           
|Total
			Stockholders' Equity                                                                                                                     |   | 1,644,976          |  |   | 1,703,438        
|                                                                                                                                                  |   |                    |  |   |                  
|Total
			Liabilities and Stockholders' Equity                                                                                                     | $ | 2,268,379          |  | $ | 2,157,834        
|                                                                                                                                                  |   |                    |  |   |                  

See accompanying notes to consolidated financial statements.

Page
    2

BINGO.COM, LTD.

  and Subsidiaries

Consolidated
  Statements of Operations

For Periods
	Ended September 30, 2009 and 2008

(Unaudited)



|                                                                 |   | Nine
			Months ended September 30, 2009 |   | Nine
			Months ended September 30, 2008 |   | Three
			Months ended September 30, 2009 |   | Three
			Months ended September 30, 2008
|---------------------------------------------------------------- | - | --------------------------------------- | - | --------------------------------------- | - | ---------------------------------------- | - | ----------------------------------------
|                                                                 |   |                                         |   |                                         |   |                                          |   |                                         
|Advertising revenue                                              | $ | 144,627                                 | $ | 234,382                                 | $ | 52,762                                   | $ | 72,088                                  
|Gaming revenue                                                   |   | 4,128,415                               |   | 4,085,910                               |   | 1,383,534                                |   | 1,487,999                               
|Total revenue                                                    |   | 4,273,042                               |   | 4,320,292                               |   | 1,436,296                                |   | 1,560,087                               
|                                                                 |   |                                         |   |                                         |   |                                          |   |                                         
|Operating expenses:                                              |   |                                         |   |                                         |   |                                          |   |                                         
|Cost of producing revenue                                        |   | 2,784,828                               |   | 2,873,302                               |   | 962,525                                  |   | 1,009,045                               
|Depreciation and amortization                                    |   | 52,389                                  |   | 42,343                                  |   | 18,372                                   |   | 14,518                                  
|Directors fees                                                   |   | 4,500                                   |   | -                                       |   | 4,500                                    |   | -                                       
|General and administrative                                       |   | 396,915                                 |   | 414,295                                 |   | 126,784                                  |   | 135,669                                 
|Salaries, wages, consultants
			and benefits                     |   | 762,343                                 |   | 776,060                                 |   | 265,265                                  |   | 248,342                                 
|Selling and marketing                                            |   | 1,217,057                               |   | 967,127                                 |   | 427,311                                  |   | 371,359                                 
|Stock-based compensation                                         |   | 52,406                                  |   | 60,911                                  |   | 24,099                                   |   | 25,633                                  
|Total operating expenses                                         |   | 5,270,438                               |   | 5,134,038                               |   | 1,828,856                                |   | 1,804,566                               
|                                                                 |   |                                         |   |                                         |   |                                          |   |                                         
|Loss before other income (expense) and income
			taxes           |   | (997,396)                               |   | (813,746)                               |   | (392,560)                                |   | (244,479)                               
|                                                                 |   |                                         |   |                                         |   |                                          |   |                                         
|Other income (expense):                                          |   |                                         |   |                                         |   |                                          |   |                                         
|Foreign exchange gains (losses)                                  |   | 15,814                                  |   | (69,096)                                |   | (17,000)                                 |   | (59,235)                                
|Gain on resolution of debt                                       |   | 35,039                                  |   | 46,889                                  |   | -                                        |   | 20,844                                  
|Loss on disposal of equipment                                    |   | (1,240)                                 |   | (2,121)                                 |   | (1,240)                                  |   | (114)                                   
|Interest income                                                  |   | 1,430                                   |   | 15,891                                  |   | 369                                      |   | 6,710                                   
|Other income                                                     |   | 11                                      |   | 178                                     |   | -                                        |   | -                                       
|Profit from sale of US players
			and related assets (Note 3)    |   | 47,500                                  |   | 55,500                                  |   | 20,000                                   |   | 7,500                                   
|                                                                 |   |                                         |   |                                         |   |                                          |   |                                         
|Loss before income taxes                                         |   | (898,842)                               |   | (766,505)                               |   | (390,431)                                |   | (268,774)                               
|                                                                 |   |                                         |   |                                         |   |                                          |   |                                         
|Income tax expense                                               |   | 2,266                                   |   | -                                       |   | 1                                        |   | -                                       
|                                                                 |   |                                         |   |                                         |   |                                          |   |                                         
|Net loss                                                         | $ | (901,108)                               | $ | (766,505)                               | $ | (390,432)                                | $ | (268,774)                               
|                                                                 |   |                                         |   |                                         |   |                                          |   |                                         
|Net loss per
			common share, basic and diluted                  | $ | (0.02)                                  | $ | (0.02)                                  | $ | (0.01)                                   | $ | (0.01)                                  
|                                                                 |   |                                         |   |                                         |   |                                          |   |                                         
|Weighted
			average common shares outstanding, basic and diluted |   | 40,149,214                              |   | 35,092,369                              |   | 41,449,225                               |   | 36,200,203                              
|                                                                 |   |                                         |   |                                         |   |                                          |   |                                         

See
	accompanying notes to consolidated financial statements.

Page
    3

BINGO.COM,
  LTD.

  and Subsidiaries

Consolidated
  Statements of Stockholders' Equity

For the period ended September 30, 2009

(Unaudited)

|                                        | Common stock |                 | Accumulated
			Other Comprehensive loss |                                           
|--------------------------------------- | ------------ | --------------- | --------------------------------------- | ------------------------------------------
|                                        | Shares       | Amount          | Accumulated Deficit                     | Foreign
			currency translation adjustment
|Balance, December 31, 2008              | 36,200,203   | $13,942,408     | $(12,263,550)                           | $ 24,580                                  
|                                        |              |                 |                                         |                                           
|Exercise of stock options               | 317,500      | 31,750          | -                                       | -                                         
|                                        |              |                 |                                         |                                           
|Private placement                       | 5,000,000    | 750,000         | -                                       | -                                         
|                                        |              |                 |                                         |                                           
|Stock-based compensation                | -            | 52,407          | -                                       | -                                         
|                                        |              |                 |                                         |                                           
|Issuance of consultant stock
			options | -            | 8,489           | -                                       | -                                         
|                                        |              |                 |                                         |                                           
|Net
			loss                             | -            | -               | (901,108)                               | -                                         
|Balance, September 30, 2009             | 41,517,703   | $
			14,785,054 | $
			(13,164,658)                       | $ 24,580                                  
|                                        |              |                 |                                         |                                           

See
	accompanying notes to consolidated financial statements.

Page
    4

BINGO.COM, LTD.

  and Subsidiaries

Consolidated
  Statements of Cash Flows

Nine Months
	Ended September 30, 2009 and 2008

(Unaudited)

|                                                                                  |  |   | 2009      |   | 2008     
|--------------------------------------------------------------------------------- |  | - | --------- | - | ---------
|Cash
			flows from operating activities:                                          |  |   |           |   |          
|Net
			loss                                                                       |  | $ | (901,108) | $ | (766,505)
|Adjustments to reconcile net loss to net cash
			used
			in operating activities: |  |   |           |   |          
|Depreciation and amortization                                                     |  |   | 52,389    |   | 42,343   
|Gain on resolution of debt                                                        |  |   | (35,039)  |   | (46,889) 
|Loss on disposal of equipment                                                     |  |   | 1,240     |   | 2,121    
|Stock-based compensation                                                          |  |   | 52,407    |   | 60,911   
|Issuance of consultant stock option                                               |  |   | 8,489     |   | 8,489    
|Profit from the sale of US players and related assets                             |  |   | (47,500)  |   | (55,500) 
|Changes in operating assets and liabilities:                                      |  |   |           |   |          
|Accounts receivable                                                               |  |   | (38,800)  |   | 101,829  
|Prepaid expenses                                                                  |  |   | 49,052    |   | (58,854) 
|Other assets                                                                      |  |   | (26,239)  |   | (29,547) 
|Accounts payable and accrued liabilities                                          |  |   | 67,485    |   | 70,687   
|Provision for progressive jackpots                                                |  |   | 107,082   |   | 122,329  
|Players float                                                                     |  |   | 29,479    |   | (1,251)  
|Net
			cash used in operating activities                                          |  |   | (681,063) |   | (549,837)
|                                                                                  |  |   |           |   |          
|Cash
			flows from investing activities:                                          |  |   |           |   |          
|Acquisition of equipment                                                          |  |   | (13,098)  |   | (110,640)
|Proceeds on the disposal of equipment                                             |  |   | 414       |   | -        
|Proceeds from sale of US players and related assets                               |  |   | 47,500    |   | 55,500   
|Net
			cash provided by (used in) investing activities                            |  |   | 34,816    |   | (55,140) 
|                                                                                  |  |   |           |   |          
|Cash
			flows from financing activities:                                          |  |   |           |   |          
|Exercise of stock options                                                         |  |   | 31,750    |   | 8,725    
|Private placements                                                                |  |   | 750,000   |   | 600,000  
|Net
			cash provided by financing activities                                      |  |   | 781,750   |   | 608,725  
|                                                                                  |  |   |           |   |          
|Increase in cash                                                                  |  |   | 135,503   |   | 3,748    
|                                                                                  |  |   |           |   |          
|Cash,
			beginning of period                                                      |  |   | 412,002   |   | 744,596  
|Cash,
			end of period                                                            |  | $ | 547,505   | $ | 748,344  
|                                                                                  |  |   |           |   |          
|Supplementary information:                                                        |  |   |           |   |          
|Interest paid                                                                     |  | $ | -         | $ | -        
|Income taxes paid                                                                 |  | $ | 2,266     | $ | ‐        
|                                                                                  |  |   |           |   |          

See accompanying notes to consolidated financial statements.

Page
    5

BINGO.COM,
LTD.and Subsidiaries

Notes to Consolidated Financial Statements

Nine months ended
September 30, 2009 and 2008

(Unaudited)



1.    Basis of Presentation:

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

Continuing operations

These consolidated
financial statements have been prepared on the going concern basis, which
presumes the realization of assets and the settlement of liabilities in the
normal course of operations.  The application of the going concern basis is
dependent upon the Company achieving profitable operations to generate
sufficient cash flows to fund continued operations, or, in the absence of
adequate cash flows from operations, obtaining additional financing.  The
Company has reported losses from operations for the quarter ended September 30,
2009 and 2008, and has an accumulated deficit of $13,164,658 as at September 30,
2009.

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

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

Page 6

BINGO.COM,
LTD.and Subsidiaries

Notes to Consolidated Financial Statements

Nine months ended
September 30, 2009 and 2008

(Unaudited)



2.    Summary of significant
accounting policies:

(a)
  
Basis of
presentation:

These consolidated
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America. The financial statements
include the accounts of the Company's wholly-owned subsidiaries,
English Bay Office Management Limited
(registered in British Columbia, Canada), Bingo.com N.V. (registered in Curacao,
Netherlands Antilles), Bingo.com (Alderney) Limited (registered in Alderney,
Channel Islands), Coral Reef Marketing Inc. (registered in Anguilla), Bingo.com
(Antigua) Inc., Bingo.com (Wyoming) Inc., Bingo Acquisition Corp, Bingo.com
Services Limited (registered in the United Kingdom) and the 99% owned
subsidiaries, Bingo.com (UK) plc. (registered in the United Kingdom) and
Bingo.com Operations Limited (registered in Malta). Bingo.com (Alderney) Limited
(registered in Alderney, Channel Islands) was dissolved during the quarter ended
September 30, 2009. All material intercompany balances and transactions
have been eliminated in the consolidated financial statements.

(b)
  
Use of estimates:

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

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

(c)
  
Revenue
recognition:

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

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

(d)
  
Foreign currency:

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

Page 7

BINGO.COM,
LTD.and Subsidiaries

Notes to Consolidated Financial Statements

Nine months ended
September 30, 2009 and 2008

(Unaudited)



2.    Summary of significant
accounting policies: (Continued)

(d)  Foreign
currency: (Continued)

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

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

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

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

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
SFAS 142, 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. The domain name is tested for impairment by comparing
the fair value of the domain name with its carrying value. The Company
determined that the fair value of the domain name for the period presented
exceeds the carrying value as a result of level 3 unobservable inputs in
accordance with FASB issued SFAS157 and no impairment existed.

(f)  Changes in
accounting policy:

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

Page 8

BINGO.COM,
LTD.and Subsidiaries

Notes to Consolidated Financial Statements

Nine months ended
September 30, 2009 and 2008

(Unaudited)



2.    Summary of significant
accounting policies: (Continued)

(f) Changes in
accounting policy: (Continued)

January 1, 2009.
The impact of FAS No. 141R on the consolidated financial statements will depend
upon the nature, terms and size of the acquisitions we consummate after the
effective date.

In December 2007,
the FASB issued SFAS No. 160. "Noncontrolling Interests in Consolidated
Financial Statements-an Amendment of ARB No. 51" ("SFAS No. 160"). SFAS No. 160
establishes accounting and reporting standards pertaining to ownership interests
in subsidiaries held by parties other than the parent, the amount of net income
attributable to the parent and to the noncontrolling interest, changes in a
parent's ownership interest, and the valuation of any retained noncontrolling
equity investment when a subsidiary is deconsolidated. This statement also
establishes disclosure requirements that clearly identify and distinguish
between the interests of the parent and the interests of the noncontrolling
owners. The Company does not expect SFAS No. 160 to have a material impact on
the Company's consolidated financial statements.

In March 2008, the
FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging
Activities" ("SFAS 161").  SFAS 161 amends and expands the disclosure
requirements in SFAS 133, "Accounting for Derivative Instruments and Hedging
Activities" but does not change SFAS 133's scope or accounting. SFAS 161
requires qualitative, quantitative, and credit-risk disclosures. SFAS No. 161
requires enhanced disclosures about an entity's derivative and hedging activity.
Entities are required to provide enhanced disclosures about how and why they use
derivative instruments, how derivative instruments and related hedged items are
accounted for under SFAS No. 133 and how derivative instruments and related
hedged items affect an entity's financial position, financial performance and
cash flows. The Company is currently evaluating the impact of adopting the
Statements on its results of operations and financial position.

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

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

Page 9

BINGO.COM,
LTD.and Subsidiaries

Notes to Consolidated Financial Statements

Nine months ended
September 30, 2009 and 2008

(Unaudited)



2.    Summary of significant
accounting policies: (Continued)

(f) Changes in
accounting policy: (Continued)

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

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

In June 2009, the FASB approved ASU 2009-01 or Statement of Financial Accounting
Standards No. 168, The FASB Accounting Standards Codification and the
Hierarchy of Generally Accepted Accounting Principles, a replacement of FASB
Statement No. 162, the FASB Accounting Standards Codification (the "ASC") as the
single source of authoritative nongovernmental generally accepted accounting
principles ("GAAP"). All existing accounting standard documents, such as FASB,
American Institute of Certified Public Accountants, Emerging Issues Task Force
and other related literature, excluding guidance from the Securities and
Exchange Commission ("SEC"), have been superseded by the ASC. All other
non-grandfathered, non-SEC accounting literature not included in the ASC has
become nonauthoritative. The ASC did not change GAAP, but instead introduced a
new structure that combines all authoritative standards into a comprehensive,
topically organized online database. The ASC is effective for interim or annual
periods ending after September 15, 2009, and impacts the Company's financial
statements as all future references to authoritative accounting literature will
be referenced in accordance with the ASC. There have been no changes to the
content of the Company's financial statements or disclosures as a result of
implementing the ASC during the quarter ended September 30, 2009.

In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation
No. 46(R) ("SFAS No. 167"). This statement is a revision to FASB Interpretation
No. 46(R), Consolidation of Variable Interest Entities, and changes how a
company determines when an entity that is insufficiently capitalized or is not
controlled through voting (or similar rights) should be consolidated. The
determination of whether a company is required to consolidate an entity is based
on, among other things, an entity's purpose and design and a company's ability
to direct the activities of the entity that most significantly impact the
entity's economic performance. The statement is effective on January 1, 2010 for
companies reporting on a calendar year basis. The Company is currently
evaluating the impact of SFAS No. 167 on its financial statements.

Page 10

BINGO.COM,
LTD.and Subsidiaries

Notes to Consolidated Financial Statements

Nine months ended
September 30, 2009 and 2008

(Unaudited)



2.    Summary of significant
accounting policies: (Continued)

(f) Changes in
accounting policy: (Continued)

In August 2009, the FASB issued ASU 2009-05, Fair Value Measurements and
Disclosures (Topic 820). The purpose of this ASU is to clarify that in
circumstances in which a quoted price in an active market for the identical
liability is not available, a reporting entity is required to measure fair value
using a valuation technique that uses either the quoted price of the identical
liability when traded as an asset or quoted prices for similar liabilities or
similar liabilities when traded as assets. This guidance is effective upon
issuance. This ASU had no impact on the Company's financial statements.

3.    Sale of US players and
related assets

Effective October 12, 2006, the Company, in response to the United States
Unlawful Internet Gambling Enforcement Act, the Company sold its United States
players and related assets for $1,200,050, payable by the arms-length purchaser
at a variable rate over the subsequent months. There is not a set period for
when the funds must be repaid.  It is uncertain as to whether the full amount
will be repaid.  As a result the Company will recognize the profit from the sale
of these assets as and when payment is received. During the quarter ended
September 30, 2009, the Company collected $20,000 (September 30, 2008 - $7,500)
in payment for these assets. The balance remaining is not recognised due to the
fact it is uncertain whether full payment will be received on the remaining
outstanding portion.

|                                                |   | Amount   
|----------------------------------------------- | - | ---------
|Sale of US players
		and related assets         | $ | 1,200,050
|                                                |   |          
|Payments received, fourth
		quarter fiscal 2006 |   | (180,000)
|                                                |   |          
|Balance December
		31, 2006                     |   | 1,020,050
|                                                |   |          
|Payments received, 2007                         |   | (120,000)
|                                                |   |          
|Balance December
		31, 2007                     |   | 900,050  
|                                                |   |          
|Payments received, 2008                         |   | (63,000) 
|                                                |   |          
|Balance December
		31, 2008                     |   | 837,050  
|                                                |   |          
|Payments received during
		the period           |   | (47,500) 
|                                                |   |          
|Balance remaining
		September 30, 2009          | $ | 789,550  

Page 11

BINGO.COM,
LTD.and Subsidiaries

Notes to Consolidated Financial Statements

Nine months ended
September 30, 2009 and 2008

(Unaudited)



4.    Stockholder's Equity:

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

During the quarter ended June 30, 2009,
Bingo.com, Ltd. completed a private placement offering of 1.5 million shares at
$0.15 per share.  Total proceeds of the offering was $225,000.

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

During the quarter ended June 30, 2009, the
holders of stock options exercised their options for 150,000 shares for $15,000
at an exercise price of $0.10 per share. A total of 150,000 stock options at an
exercise price of $0.10 per share expired unexercised.

During the quarter ended September 30, 2009, the
holders of stock options exercised their options for 112,500 shares for $11,250
at an exercise price of $0.10 per share. A total of 1,577,000 stock options at
exercise prices between $0.10 and $0.91 per share expired unexercised.

During the quarter ended June 30, 2009, we granted 1,025,000 options with an
option price of $0.17 per share. 510,000 of these options were granted to
directors and officers of the Company.

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

|                                  |  | Three
		Months ended September 30, 2009 |  | Three
		Months ended September 30, 2008
|--------------------------------- |  | --------------------------------------- |  | ---------------------------------------
|Expected dividend
		yield         |  | -                                       |  | -                                      
|Expected stock
		price volatility |  | 82 -
		172%                             |  | 82 -
		91%                             
|Weighted average
		volatility     |  | 127%                                    |  | 127%                                   
|Risk-free interest
		rate         |  | 2.82 -
		4.52%                          |  | 3.36 -
		4.52%                         
|Expected life of
		options        |  | 2.5 - 5
		years                         |  | 2.5 - 5
		years                        
|Block discount
		applied          |  | 40%                                     |  | 40%                                    

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

5.    Commitments:

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

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

|     |   |       
|---- | - | ------
|2009 | $ | 22,114
|2010 |   | 59,178
|2011 |   | -     
|     |   |       



Page 12

BINGO.COM,
LTD.and Subsidiaries

Notes to Consolidated Financial Statements

Nine months ended
September 30, 2009 and 2008

(Unaudited)



5.    Commitments: (Continued)

The Company paid rent expense totaling $27,183
for the quarter ended September 30, 2009 (September 30, 2008 - $28,694).

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

6.    Income Taxes

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

|                                                                                  |   | September 30, 2009
|--------------------------------------------------------------------------------- | - | ------------------
|                                                                                  |   | Nine Months       
|Computed
		"expected" tax expense                                                 | $ | 306,376           
|Increase in income
		taxes resulting from income taxes in other tax jurisdictions |   | (365,861)         
|Other                                                                             |   | (1,544)           
|Expiration of tax
		asset                                                         |   | (186,320)         
|Change in exchange
		rates                                                        |   | 20,362            
|Change in
		valuation allowance                                                   |   | 226,987           
|                                                                                  | $ | -                 

The tax effects of
temporary differences that give rise to significant portions of the deferred tax
assets and deferred tax liabilities at September 30, 2009, and December 31,
2008, are presented below:

|                                  |   | September 30, 2009 |   | December 31, 2008
|--------------------------------- | - | ------------------ | - | -----------------
|Deferred tax assets:              |   |                    |   |                  
|Net operating loss carry forwards | $ | 48,939             | $ | 275,926          
|                                  |   |                    |   |                  
|Valuation Allowance               |   | (48,939)           |   | (275,926)        
|                                  | $ | -                  | $ | -                

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

Page 13

BINGO.COM,
LTD.and Subsidiaries

Notes to Consolidated Financial Statements

Nine months ended
September 30, 2009 and 2008

(Unaudited)



6.         Income Taxes :
(Continued)

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

7.    Related Party
Transactions

The Company has a liability of $2,841 (December 31, 2008 - $3,582), to a company
owned by a current director and officer of the Company for payment of services
rendered and expenses incurred by the current director and officer of the
Company.

The Company has a liability of $1,991 (December 31, 2008 - $1,771), to a
director and officer of the Company for payment of services rendered and
expenses incurred by the director and officer of the Company.

The Company has a liability of $4,500 (December 31, 2008 - $nil), to independent
directors of the  Company for payment of services rendered.

Payments made to Bingo, Inc. in relation to the domain name purchase payment
totaled $58,082 during the quarter ended September 30, 2009 (Quarter ended
September 30, 2008 - $62,316).

8.         Segmented
information:

Revenue

The Company operates in one reportable
business segment, the business of providing games and entertainment based on the
game of bingo and related soft games through its Internet portal, bingo.com,
supported mainly by receiving deposits for the games for money and selling
advertising on the website.  The revenue for the quarter ended September 30,
2009 and 2008, has been derived primarily from receiving deposits for the games
for money.

Equipment

The Company's equipment is located as follows:

|Net Book Value                |   | September 30,
		2009 |   | December 31, 2008
|----------------------------- | - | -------------------- | - | -----------------
|                              |   |                      |   |                  
|Canada                        | $ | 66,070               | $ | 75,116           
|Curacao, Netherlands Antilles |   | 28,160               |   | 37,547           
|Malta                         |   | 64,192               |   | 86,704           
|                              | $ | 158,422              | $ | 199,367          



Page 14

BINGO.COM,
LTD.and Subsidiaries

Notes to Consolidated Financial Statements

Nine months ended
September 30, 2009 and 2008

(Unaudited)



9.         Concentrations

Major customers

For the quarter ended September 30,
2009, there was no single player on the gaming site who had wagered more than
10% of the total gaming revenue. The Company is reliant on various payment
processors who process funds players have wagered on the gaming site. For the
quarter ended September 30, 2009, there was one processor who received 96% of
the total funds processed.

During the quarter ended September 30, 2009 and 2008, the Company offered
limited advertising. Therefore there were no advertising sales representing more
than 10% of the total sales.

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

10.       Concentrations of Credit Risk:

The Company currently maintains a substantial
portion of its day-to-day operating cash balances at financial institutions. At
September 30, 2009, the Company had total cash balances of $547,505 (December
31, 2008 - $412,002) at financial institutions, where $94,998 (December 31, 2008
- $106,262) is in excess of federally insured limit.

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

As of September 30, 2009, there were two customers totaling $29,637, and
$23,984, who accounted for total accounts receivable greater than 10%. As of
December 31, 2008, there were two customers, totaling $23,232 and $4,429 who
accounted for greater than 10% of the total accounts receivable.

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

11.  Contingent liabilities:

The Company has a contingent liability of
$2,057,990 (December 31, 2008 - $795,163) for player bonus balances. These
balances are not withdrawable but can be wagered. Any winnings made on these
bonus wagers are immediately withdrawable.

Page 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, 2008.

FORWARD LOOKING STATEMENTS

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

Page 16

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

We generate revenue from players
depositing funds into their account on our website and then playing games for
money. An additional source of revenue comes from selling advertising on our
portal to other companies who wish to advertise their products to our user
demographic. We obtained a gaming license and commenced gaming operations from
Curacao, Netherlands Antilles in May 2005. During the quarter ended March 31,
2009, the Company was granted two Letters of Intent by the Lotteries and Gaming
Authority of Malta covering bingo (Class III) and casino games (Class I), and we
commenced operations under these Maltese licenses. Subsequent to the quarter
ended September 30, 2009, the Company was granted its Class I and Class III
licenses for five years terms each. Both the initial Letters of Intent and the
full licenses enables us to advertise our products in the United Kingdom.

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

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

We have made a significant investment in the
development of our website, purchase of domain name, branding, marketing, and
maintaining operations.  As a result we have incurred significant losses since
inception, and as of September 30, 2009, had an accumulated deficit of
$13,164,658.

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

During the quarter ended June 30, 2007, we launched our United Kingdom focused
website, with games targeted to the United Kingdom audience and the games played
in British pounds sterling. Gaming revenue from the Bingo.com website accounted
for approximately 95% of our revenue for the quarter ended September 30, 2009.
Moving forward we will focus our marketing on attracting additional players from
the United Kingdom and other jurisdictions where Internet gambling is regulated
and considered legal. In addition we will be launching in various languages and
currencies.

Page 17

CRITICAL ACCOUNTING POLICIES

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

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

- Revenue recognition;

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

Revenue recognition:

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

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

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

The Company accounts for long-lived assets in
accordance with the provisions of SFAS No. 144 "Accounting for the Impairment or
Disposal of Long-Lived Assets" and SFAS No. 142 "Accounting for Goodwill and
Other Intangible Assets". As of September 30, 2009, the only long-lived assets
reported on the Company's consolidated balance sheet are equipment, intangible
assets and domain name rights.  These provisions require that long-lived assets
and certain identifiable recorded intangibles be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable.  Recoverability of assets to be held and used
is measured by a comparison of the carrying amount of an asset to future net
cash flows expected to be generated by the asset.  If such assets are considered
to be impaired, the impairment to be recognized is measured by the amount by
which the carrying amount of the assets exceed the fair value of the assets. 
Assets to be disposed of are reported at the lower of the carrying amount and
the fair value less costs to sell.

Page 18

RESULTS OF OPERATIONS

Revenue

Total revenue decreased by 8% to $1,436,296 for
the quarter ended September 30, 2009, from revenue of $1,560,087 for third
quarter of 2008 and a decrease of 5% from revenue of $1,512,116 in the second
quarter of 2009. Gaming Revenue decreased to $1,383,534 in the quarter ended
September 30, 2009, a decrease of 7%, compared to Gaming Revenue of $1,487,999
in the third quarter of 2008 and a decrease of 5% from revenue of $1,460,149 in
the second quarter of 2009. When measured in Pounds Sterling, presently our
depositing currency, the gaming operations provided revenue of GBP852,513, an
increase of 9% from gaming revenue of GBP781,948 for the third quarter of the
prior year and a decrease of 11% from gaming revenue of GBP957,040 in the second
quarter of 2009. The increase compared to the third quarter of 2008 and the
decrease compared to the second quarter of 2009, is due to a varying levels of
player deposits. We believe the decline in revenue compared to the second
quarter of 2009 has been affected by the economic downturn in the United Kingdom
economy. We earned advertising revenue of $52,762 in the quarter ended September
30, 2009, a 27% decrease from advertising revenue of $72,088 in the third
quarter of 2008 and an increase of 2% from advertising revenue of $51,967 in the
second quarter of 2009.

Cost of revenue

We recorded cost of revenue of $962,525 during
the quarter ended September 30, 2009, a decrease of 5% compared to costs of
$1,009,045 for the third quarter of 2008 and an increase of 1% over costs of
$951,954 in the second quarter of 2009. Cost of revenue consists of bonuses
granted on deposits made by players, the cost of hosting the website, payment
processing fees in relation to deposits from and withdrawals to our players,
software license fees, and the domain name purchase payments. The decrease in
cost of revenue for the quarter ended September 30, 2009, compared to the third
quarter of 2008 is due to fluctuations in the pound relation to the US Dollar.
The increase compared to the second quarter of 2009, is due to the increase in
costs, especially bandwidth and gaming taxation, in relation to our Maltese
operation. The awarding of deposit bonuses is required both to be competitive in
the increasingly competitive bingo-oriented website market and to build a large
customer base as quickly as possible.

Sales and marketing expenses

Sales and marketing expenses increased by 15% to
$427,311 for the quarter ended September 30, 2009, an increase over expenses of
$371,359 in the third quarter of 2008 and a decrease of 6% from expenses of
$455,501 in the second quarter of 2009. Sales and marketing expenses principally
include costs for signup bonuses, marketing, prizes for our players and other
bonuses and incentives offered to gaming players. The increase in sales and
marketing expenses for the quarter ended September 30, 2009, compared to the
third quarter of 2008 is due to the increase in marketing especially our Search
Engine Optimization to ensure we continue hold a top listing in all the search
engines (eg Google.co.uk). In addition, we increased our marketing expenditures
with affiliates to increase our traffic. This resulted in an increase in
affiliates and affiliate commission. The decrease in sales and marketing
expenses for the quarter ended September 30, 2009, compared to the second
quarter of 2009, is due to a decrease in the affiliate advertising.

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

Page 19

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 $126,784 for the third quarter of 2009, a decrease of 7% from costs
of $135,669 for the third quarter of 2008 and a decrease of 19% from costs of
$157,048 in the second quarter of 2009. The decrease in general and
administrative expenses for the quarter ended September 30, 2009, compared to
the third quarter of 2008, is due to a decrease in the costs of developing our
social network and the decrease compared to the second quarter of 2009, is due
to a decrease in legal fees incurred in the second quarter of 2009, in relation
to our Maltese gaming license.

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

Salaries, wages, consultants and benefits

Salaries, wages, consultants and benefits
increased by 7% to $265,265 for the quarter ended September 30, 2009, compared
to salaries, wages, consultants and benefits of $248,342 in the third quarter of
2008 and an increase of 3% over salaries, wages, consultants and benefits of
$257,279 in the second quarter of 2009. This increase compared to the third
quarter of 2008 and the second quarter of 2009, is due to fluctuations of the
Canadian Dollar in relation to the US Dollar.

Depreciation and amortization

Depreciation and amortization includes
depreciation of our equipment, as well as amortization of intangible asset
relating to the email list. Equipment is depreciated using the declining balance
method over the useful lives of the assets, ranging from three to five years. 
Depreciation and amortization increased to $18,372 during the quarter ended
September 30, 2009, an increase of 27% over costs of $14,518 during the same
quarter in the prior year and an increase of 6% from costs of $17,316 in the
second quarter of 2009. This increase in depreciation and amortization can be
explained due to the acquisition of equipment, especially computers and servers
in Malta, to enable us to run the website out of Malta. The intangible asset
relating to the email list was fully amortized in 2008.

Stock based
Compensation

Stock based compensation decreased to $24,099
during the quarter ended September 30, 2009, a decrease of 6% over stock based
compensation of $25,633 during the same quarter in the prior year and an
increase of 60% from stock based compensation of $15,057 in the second quarter
of 2009. The decrease in stock based compensation compared to the third quarter
of 2008, is due to less stock options maturing and expiring. The increase in
stock based compensation compared with the second quarter of 2009, is due to
stock options granted in the second quarter of 2009.

Profit on sale of US
Gaming players

Effective October 12, 2006, the Company,
in response to the United States Unlawful Internet Gambling Enforcement Act,
sold its United States players and related assets for $1,200,050, to an arms
length third party payable by the purchaser at a variable rate over the
subsequent months until fully paid. We recognize the profit from the sale of
these assets as and when payment is received. During the quarter ended September
30, 2009, we collected $20,000 of the $1,200,050 due, compared to payments
received of $7,500 during the same quarter in the prior year and $20,000 in the
second quarter of 2009.

Page 20

Net loss and loss per share

Net loss for the three months ended September
30, 2009, amounted to $390,432, a loss of $0.01 per share, an increase of 45%
compared to a net loss of $268,774, a loss of $0.01 per share for the same
period in 2008 and an increase in net loss of 45% compared to a net loss of
$266,702 or $0.01 per share in the second quarter of 2009. The increase in net
loss for the quarter ended September 30, 2009, compared to the third quarter of
2008 and the second quarter of 2009, is primarily due to an increase in
expenditures incurred from our Maltese operations.

LIQUIDITY AND CAPITAL RESOURCES

We had cash of $547,505 and working capital of
$80,739 at September 30, 2009.  This compares to cash of $412,002 and working
capital of $124,495 at December 31, 2008.

During the quarter ended September 30, 2009, we
used cash of $332,255 from operating activities compared to using cash of
$168,808 in the same period in the prior year and compared to using cash of
$206,614 in the second quarter of 2009.

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

ITEM 4T.       Controls and Procedures

(a)        Evaluation of disclosure controls and
procedures.

As required by Rule 13a-15 under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the
Company carried out an evaluation under the supervision and with the
participation of the Company's management, including the President and Chief
Executive Officer and the Chief Financial Officer, of the effectiveness of the
Company's disclosure controls and procedures as of September 30, 2009. In
designing and evaluating the Company's disclosure controls and procedures, the
Company and its management recognize that there are inherent limitations to the
effectiveness of any system of disclosure controls and procedures, including the
possibility of human error and the circumvention or overriding of the controls
and procedures. Accordingly, even effective disclosure controls and procedures
can only provide reasonable assurance of achieving their desired control
objectives. Additionally, in evaluating and implementing possible controls and
procedures, the Company's management was required to apply its reasonable
judgment. Furthermore, in the course of this evaluation, management considered
certain internal control areas, in which we have made and are continuing to make
changes to improve and enhance controls. Based upon the required evaluation, the
Chief Executive Officer and the Chief Financial Officer concluded that as of
September 30, 2009, the Company's disclosure controls and procedures were
effective (at the "reasonable assurance" level mentioned above) to ensure that
information required to be disclosed by the Company in the reports it files or
submits under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission's
rules and forms.

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

Page 21

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

(b)        Changes in
internal controls.

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

Page 22

PART II - OTHER INFORMATION

ITEM 1.          Legal
Proceedings

We are not currently a party to any legal
proceeding, and was not a party to any other legal proceeding during the quarter
ended September 30, 2009. We are currently not aware of any other legal
proceedings proposed to be initiated against the Company. However, from time to
time, we may become subject to claims and litigation generally associated with
any business venture.

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

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

During the quarter ended June 30, 2009, we
completed private placement offerings of 1.5 million shares at $0.15 per share. 
Total proceeds of the offering was $225,000.

There were no unregistered sales of equity
securities during the quarter ended September 30, 2009.

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 September 30, 2009.

During the quarter ended March 31, 2009, the
Company was granted two Letters of Intent by the Lotteries and Gaming Authority
of Malta, and commenced operating under that jurisdiction. Subsequent to the
quarter ended September 30, 2009, the Company was granted its full license for
five years. This Maltese gaming license enables us to advertise in the United
Kingdom.

Subsequent to the quarter ended September 30,
2009, we changed our bingo platform provider.

Page 23

ITEM 6.          Exhibits and reports on Form 8-K

Exhibits

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

|Exhibit Number | Description                                                                                                                                                                                                      
|-------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.4            | Convertible
		Debenture between the Company and unrelated parties dated July 2, 2002.
		(b)                                                                                                                      
|4.5            | Common Stock Purchase Warrant between
		the Company and unrelated parties dated July 2, 2002. (b)                                                                                                                
|10.2           | Asset Purchase Agreement by and between
		Bingo, Inc. and Progressive Lumber, Corp. dated January 18, 1999. (a)                                                                                                  
|10.24          | Amended Consulting Agreement dated
		February 28, 2002, between the Company, T.M. Williams (Row), Ltd., and
		T.M. Williams. (c)                                                                                 
|10.29          | Amendment of Asset
		Purchase Agreement dated July 1, 2002. (d)                                                                                                                                                  
|10.32          | Code of Business
		Conduct and Ethics dated December 22, 2006. (e)                                                                                                                                               
|31.1           | Certificate of Chief Executive Officer
		pursuant to the Securities Exchange Act Rules 13a-15(e) and 15d -15(e)
		as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
		dated November 16, 2009.
|31.2           | Certificate of Chief Financial Officer
		pursuant to the Securities Exchange Act Rules 13a-15(e) and 15d -15(e)
		as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
		dated November 16, 2009.
|32.1           | Certification from
		the Chief Executive Officer of Bingo.com, Ltd. pursuant to 18 U.S.C.
		Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
		Act of 2002 dated November 16, 2009.        
|32.2           | Certification from
		the Chief Financial Officer of Bingo.com, Ltd. pursuant to 18 U.S.C.
		Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
		Act of 2002 dated November 16, 2009.        

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

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

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

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

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

Reports on Form 8-K.

There were no
Form 8-K filed during the quarter ended
September 30, 2009.

Reports Subsequent to the
quarter ended September 30, 2009.

None

Page 24

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: | November 16, 2009 |                                                                                                                   | BINGO.COM, LTD.    
|----- | ----------------- | ----------------------------------------------------------------------------------------------------------------- | -------------------
|      |                   | (Registrant)                                                                                                     
|Date: | November 16, 2009 |                                                                                                                   | /S/ T.M. Williams  
|      |                   | T. M. Williams,
		Chairman of the Board, Chief Executive Officer, and President
		(Principal
		Executive Officer)
|Date: | November 16, 2009 |                                                                                                                   | /S/
		H. W. Bromley
|      |                   | H.W. Bromley, Chief
		Financial Officer
		(Principal
		Accounting Officer)                                       

Page 25

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 September 30, 2009, covered by this quarterly report based on such
evaluation; and

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

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

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

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

Signed:  /S/ T. M.  Williams                                                    
Date :November 16, 2009

T. M. Williams, Chairman of the Board,

Chief Executive Officer and President

(Principal Executive Officer)

Page 26

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 September 30, 2009, covered by this quarterly report based on such
evaluation; and

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

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

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

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

Signed:  /S/ H. W. Bromley                                                    
Date :November 16, 2009

H.W. Bromley,

Chief Financial Officer

(Principal Accounting Officer)

Page 27

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
September 30, 2009, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, T. M.
Williams, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:

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

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

/S/ T.M. Williams

T. M. Williams

President and Chief
Executive Officer

November 16, 2009

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

Page 28

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
September 30, 2009, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, H. W.
Bromley, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:

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

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

/S/ H. W. Bromley

H. W. Bromley

Chief Financial
Officer

November 16, 2009

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

Page 29