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 endedSeptember30, 2008

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

Commission
    File Number: 333-120120-01

BINGO.COM, LTD.

(Exact
  name of 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 36,200,203 as of November 14, 2008.                                                                                                                                                                                                                                







BINGO.COM, LTD.

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED SEPTEMBER 30, 2008



TABLE OF CONTENTS

|                                                                                                                                             |                                                                                         | PAGE
|-------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------- | ----
|PART I - FINANCIAL INFORMATION                                                                                                               | 2                                                                                      
|ITEM 1.                                                                                                                                      | Financial Statements                                                                    | 2   
|Consolidated Balance Sheets                                                                                                                  | 2                                                                                      
|Consolidated Statements of
          Operations                                                                                              | 3                                                                                      
|Consolidated Statements of Stockholders'
          Equity                                                                                    | 4                                                                                      
|Consolidated Statements of Cash Flows                                                                                                        | 5                                                                                      
|Notes to the
          Consolidated Financial Statements                                                                                     | 6                                                                                      
|ITEM 2                                                                                                                                       | Management's Discussion and Analysis
		of Financial Condition and Results of Operations | 11  
|ITEM 4T.                                                                                                                                     | Controls and Procedures.                                                                | 16  
|PART II - OTHER
          INFORMATION                                                                                                        | 18                                                                                     
|ITEM 1.                                                                                                                                      | Legal Proceedings                                                                       | 18  
|ITEM 2.                                                                                                                                      | Unregistered Sales of Equity Securities and Use of Proceeds                             | 18  
|ITEM 3.                                                                                                                                      | Defaults Upon Senior Securities                                                         | 18  
|ITEM 4.                                                                                                                                      | Submission of Matters to a Vote of
          Security Holders                           | 18  
|ITEM 5.                                                                                                                                      | Other Information                                                                       | 18  
|ITEM 6.                                                                                                                                      | Exhibits and reports on Form 8-K                                                        | 19  
|SIGNATURES                                                                                                                                   | 20                                                                                     
|EXHIBITS                                                                                                                                     | 21                                                                                     
|CERTIFICATIONS                                                                                                                               | 21                                                                                     
|Certification
          pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
          of the  Sarbanes-Oxley Act of 2002. | 23                                                                                     

Page 1

# PART I - FINANCIAL INFORMATION

## ITEM
  1.                     
  Financial Statements.

BINGO.COM,
  LTD. and Subsidiaries

Consolidated
  Balance Sheets

|                                                                                                                                               |   | September 30, 2008 |  |   | December 31, 2007
|---------------------------------------------------------------------------------------------------------------------------------------------- | - | ------------------ |  | - | -----------------
|                                                                                                                                               |   | (Unaudited)        |  |   | (Audited)        
|Assets                                                                                                                                         |   |                    |  |   |                  
|Current assets:                                                                                                                                |   |                    |  |   |                  
|Cash                                                                                                                                           | $ | 748,344            |  | $ | 744,596          
|Accounts receivable less allowance for
			doubtful
			accounts $nil (December 31, 2007 -
			$36,778)                                           |   | 41,358             |  |   | 143,186          
|Prepaid expenses                                                                                                                               |   | 182,307            |  |   | 123,453          
|Total Current Assets                                                                                                                           |   | 972,009            |  |   | 1,011,235        
|                                                                                                                                               |   |                    |  |   |                  
|Equipment, net                                                                                                                                 |   | 203,159            |  |   | 129,568          
|                                                                                                                                               |   |                    |  |   |                  
|Other assets                                                                                                                                   |   | 140,425            |  |   | 110,878          
|                                                                                                                                               |   |                    |  |   |                  
|Domain name rights and intangible assets                                                                                                       |   | 1,257,653          |  |   | 1,265,068        
|                                                                                                                                               |   |                    |  |   |                  
|Deferred tax asset, less valuation allowance of
			$338,964 (December 31, 2007 -

			$754,719) (Note 5)                                        |   | -                  |  |   | -                
|                                                                                                                                               |   |                    |  |   |                  
|Total Assets                                                                                                                                   | $ | 2,573,246          |  | $ | 2,516,749        
|                                                                                                                                               |   |                    |  |   |                  
|Liabilities and Stockholders' Equity                                                                                                           |   |                    |  |   |                  
|Current liabilities:                                                                                                                           |   |                    |  |   |                  
|Accounts payable                                                                                                                               | $ | 134,888            |  | $ | 170,833          
|Accrued liabilities                                                                                                                            |   | 103,258            |  |   | 67,021           
|Accounts payable and accrued liabilities -
			related
			party (Note 6)                                                                        |   | 48,279             |  |   | 24,772           
|Unearned revenue                                                                                                                               |   | 221,564            |  |   | 100,486          
|Total Current Liabilities                                                                                                                      |   | 507,989            |  |   | 363,112          
|                                                                                                                                               |   |                    |  |   |                  
|Commitments
			(Note 4)                                                                                                                        |   |                    |  |   |                  
|Contingent
			liabilities (Notes 8, 9 and 10)                                                                                                  |   |                    |  |   |                  
|                                                                                                                                               |   |                    |  |   |                  
|Stockholders' equity:                                                                                                                          |   |                    |  |   |                  
|Common
			stock, no par value, unlimited shares
			authorized,
			36,200,203 shares issued and outstanding
			(December 31, 2007 - 34,025,703) |   | 13,913,945         |  |   | 13,235,820       
|Accumulated deficit                                                                                                                            |   | (11,873,268)       |  |   | (11,106,763)     
|Accumulated other comprehensive loss:
			Foreign currency translation adjustment                                                               |   | 24,580             |  |   | 24,580           
|Total Stockholders' Equity                                                                                                                     |   | 2,065,257          |  |   | 2,153,637        
|                                                                                                                                               |   |                    |  |   |                  
|Total Liabilities and Stockholders' Equity                                                                                                     | $ | 2,573,246          |  | $ | 2,516,749        
|                                                                                                                                               |   |                    |  |   |                  

See accompanying notes to consolidated financial statements.

Page
    2

BINGO.COM, LTD.

  and Subsidiaries

Consolidated
  Statements of Operations

For the
	periods ended September 30, 2008 and 2007

(Unaudited)



|                                                                 |   | Nine
			Months ended September 30, 2008 |   | Nine
			Months ended September 30, 2007 |   | Three
			Months ended September 30, 2008 |   | Three
			Months ended September 30, 2007
|---------------------------------------------------------------- | - | --------------------------------------- | - | --------------------------------------- | - | ---------------------------------------- | - | ----------------------------------------
|                                                                 |   |                                         |   |                                         |   |                                          |   |                                         
|Advertising revenue                                              | $ | 234,382                                 | $ | 53,061                                  | $ | 72,088                                   | $ | 34,761                                  
|Gaming revenue                                                   |   | 4,085,910                               |   | 1,180,840                               |   | 1,487,999                                |   | 954,815                                 
|Total revenue                                                    |   | 4,320,292                               |   | 1,233,901                               |   | 1,560,087                                |   | 989,576                                 
|                                                                 |   |                                         |   |                                         |   |                                          |   |                                         
|Cost of producing revenue                                        |   | 2,873,302                               |   | 620,968                                 |   | 1,009,045                                |   | 451,187                                 
|                                                                 |   |                                         |   |                                         |   |                                          |   |                                         
|Gross profit                                                     |   | 1,446,990                               |   | 612,933                                 |   | 551,042                                  |   | 538,389                                 
|                                                                 |   |                                         |   |                                         |   |                                          |   |                                         
|Operating expenses:                                              |   |                                         |   |                                         |   |                                          |   |                                         
|Depreciation and amortization                                    |   | 42,343                                  |   | 45,004                                  |   | 14,518                                   |   | 16,413                                  
|General and administrative                                       |   | 414,295                                 |   | 339,472                                 |   | 135,669                                  |   | 122,602                                 
|Salaries, wages, consultants
			and benefits                     |   | 776,060                                 |   | 607,729                                 |   | 248,342                                  |   | 237,867                                 
|Selling and marketing                                            |   | 967,127                                 |   | 937,609                                 |   | 371,359                                  |   | 576,730                                 
|Stock-based compensation                                         |   | 60,911                                  |   | 90,262                                  |   | 25,633                                   |   | 30,087                                  
|Total operating expenses                                         |   | 2,260,736                               |   | 2,020,076                               |   | 795,521                                  |   | 983,699                                 
|                                                                 |   |                                         |   |                                         |   |                                          |   |                                         
|Loss before other income (expense) and income
			taxes           |   | (813,746)                               |   | (1,407,143)                             |   | (244,479)                                |   | (445,310)                               
|                                                                 |   |                                         |   |                                         |   |                                          |   |                                         
|Other income (expense):                                          |   |                                         |   |                                         |   |                                          |   |                                         
|Foreign exchange losses                                          |   | (69,096)                                |   | (9,153)                                 |   | (59,235)                                 |   | 6,541                                   
|Gain on resolution of debt                                       |   | 46,889                                  |   | 41,092                                  |   | 20,844                                   |   | 4,197                                   
|Loss on disposal of equipment                                    |   | (2,121)                                 |   | -                                       |   | (114)                                    |   | -                                       
|Interest income                                                  |   | 15,891                                  |   | 16,980                                  |   | 6,710                                    |   | 6,233                                   
|Other income                                                     |   | 178                                     |   | 9,144                                   |   | -                                        |   | 2,552                                   
|Profit from sale of US players
			and related assets (Note 2)    |   | 55,500                                  |   | 90,000                                  |   | 7,500                                    |   | 30,000                                  
|                                                                 |   |                                         |   |                                         |   |                                          |   |                                         
|Loss before income taxes                                         |   | (766,505)                               |   | (1,259,080)                             |   | (268,774)                                |   | (395,787)                               
|                                                                 |   |                                         |   |                                         |   |                                          |   |                                         
|Income tax expense                                               |   | -                                       |   | -                                       |   | -                                        |   | -                                       
|                                                                 |   |                                         |   |                                         |   |                                          |   |                                         
|Net loss                                                         | $ | (766,505)                               | $ | (1,259,080)                             | $ | (268,774)                                | $ | (395,787)                               
|                                                                 |   |                                         |   |                                         |   |                                          |   |                                         
|Net loss per
			common share, basic and diluted                  | $ | (0.02)                                  | $ | (0.04)                                  | $ | (0.01)                                   | $ | (0.01)                                  
|                                                                 |   |                                         |   |                                         |   |                                          |   |                                         
|Weighted
			average common shares outstanding, basic and diluted |   | 35,092,369                              |   | 32,380,866                              |   | 36,200,203                               |   | 33,949,535                              

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, 2008

(Unaudited)



|                                        | Common stock |                 | Accumulated
			Other Comprehensive loss |                                           
|--------------------------------------- | ------------ | --------------- | --------------------------------------- | ------------------------------------------
|                                        | Shares       | Amount          | Accumulated Deficit                     | Foreign
			currency translation adjustment
|Balance, December 31, 2007              | 34,025,703   | $
			13,235,820 | $
			(11,106,763)                       | $ 24,580                                  
|                                        |              |                 |                                         |                                           
|Exercise of stock options               | 174,500      | 8,725           | -                                       | -                                         
|                                        |              |                 |                                         |                                           
|Private Placement                       | 2,000,000    | 600,000         |                                         |                                           
|                                        |              |                 |                                         |                                           
|Stock-based compensation                | -            | 60,911          | -                                       | -                                         
|                                        |              |                 |                                         |                                           
|Issuance of consultant
			stock options | -            | 8,489           | -                                       | -                                         
|                                        |              |                 |                                         |                                           
|Net
			loss                             | -            | -               | (766,505)                               | -                                         
|Balance, September 30, 2008             | 36,200,203   | $
			13,913,945 | $
			(11,873,268)                       | $ 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, 2008 and 2007

(Unaudited)

|                                                                                  |  |   | 2008      |   | 2007       
|--------------------------------------------------------------------------------- |  | - | --------- | - | -----------
|Cash
			flows from operating activities:                                          |  |   |           |   |            
|Net
			loss                                                                       |  | $ | (766,505) | $ | (1,259,080)
|Adjustments to reconcile net loss to net cash
			used
			in operating activities: |  |   |           |   |            
|Depreciation and amortization                                                     |  |   | 42,343    |   | 45,004     
|Gain on resolution of debt                                                        |  |   | (46,889)  |   | (41,092)   
|Loss (gain) on disposal of equipment                                              |  |   | 2,121     |   | -          
|Stock-based compensation                                                          |  |   | 60,911    |   | 90,262     
|Issuance of consultant stock option                                               |  |   | 8,489     |   | 8,489      
|Profit from the sale of US players and related assets                             |  |   | (55,500)  |   | (90,000)   
|Changes in operating assets and liabilities:                                      |  |   |           |   |            
|Accounts receivable                                                               |  |   | 101,829   |   | 91,712     
|Prepaid expenses                                                                  |  |   | (58,854)  |   | 40,800     
|Other assets                                                                      |  |   | (29,547)  |   | (20,678)   
|Accounts payable and accrued liabilities                                          |  |   | 70,687    |   | (25,803)   
|Unearned revenue                                                                  |  |   | 121,078   |   | 35,760     
|Net
			cash used in operating activities                                          |  |   | (549,837) |   | (1,124,626)
|                                                                                  |  |   |           |   |            
|Cash
			flows from investing activities:                                          |  |   |           |   |            
|Acquisition of equipment                                                          |  |   | (110,640) |   | (46,948)   
|Proceeds from sale of US players and related assets                               |  |   | 55,500    |   | 90,000     
|Proceeds on disposal of equipment                                                 |  |   | -         |   | 112        
|Net
			cash provided by investing activities                                      |  |   | (55,140)  |   | 43,164     
|                                                                                  |  |   |           |   |            
|Cash
			flows from financing activities:                                          |  |   |           |   |            
|Exercise of stock options                                                         |  |   | 8,725     |   | 22,308     
|Private placement                                                                 |  |   | 600,000   |   | 1,500,000  
|Repayment of loans and notes payable                                              |  |   | -         |   | (1,457)    
|Net
			cash provided by financing activities                                      |  |   | 608,725   |   | 1,520,851  
|                                                                                  |  |   |           |   |            
|Change
			in cash                                                                 |  |   | 3,748     |   | 439,389    
|                                                                                  |  |   |           |   |            
|Cash,
			beginning of period                                                      |  |   | 744,596   |   | 521,203    
|Cash,
			end of period                                                            |  | $ | 748,344   | $ | 960,592    
|                                                                                  |  |   |           |   |            
|Supplementary information:                                                        |  |   |           |   |            
|Interest paid                                                                     |  | $ | -         | $ | -          
|Income taxes paid                                                                 |  | $ | ‐         | $ | ‐          
|                                                                                  |  |   |           |   |            
|Non-cash transactions:                                                            |  |   |           |   |            
|Acquisition of equipment in exchange for settlement of debt                       |  | $ | ‐         | $ | 10,878     

See accompanying notes to consolidated financial statements.

Page
    5

BINGO.COM,
LTD.and Subsidiaries

Notes to Consolidated Financial Statements

Nine months ended September
30, 2008 and 2007

(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, 2007, included in the Company's Annual Report on
Form 10-KSB, filed March 28, 2008, 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.

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

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

2.   Sale of US players and related assets

Effective
October 12, 2006, the Company, in response to the United States Unlawful
Internet Gambling Enforcement Act, sold its United States players and related
assets for $1,200,050, payable by the arms-length purchaser at a variable rate
over the subsequent months. The Company will recognize the profit from the sale
of these assets as and when payment is received. During the fourth quarter ended
December 31, 2006, the Company collected $180,000 and $120,000 during the year
ended December 31, 2007, $30,000 during the first quarter of fiscal 2008,
$18,000 during the second quarter of fiscal 2008 and $7,500 quarter ended
September 30, 2008, in payment for these assets.

|                                                |   | Amount   
|----------------------------------------------- | - | ---------
|Sale of US players
		and related assets         | $ | 1,200,050
|                                                |   |          
|Payments received, fourth
		quarter fiscal 2006 |   | (180,000)
|                                                |   |          
|Balance December
		31, 2006                     |   | 1,020,050
|                                                |   |          
|Payments received, 2007                         |   | (120,000)
|                                                |   |          
|Balance December
		31, 2007                     |   | 900,050  
|                                                |   |          
|Payments received during
		the period           |   | (55,500) 
|                                                |   |          
|Balance remaining
		September 30, 2008          | $ | 844,550  

Page 6

BINGO.COM,
LTD.and Subsidiaries

Notes to Consolidated Financial Statements

Nine months ended September
30, 2008 and 2007

(Unaudited)





3.   
Stockholder's Equity:

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

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

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

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

|                                  |  | Three
		Months ended September 30, 2008 |  | Three
		Months ended September 30, 2007
|--------------------------------- |  | --------------------------------------- |  | ---------------------------------------
|Expected dividend
		yield         |  | -                                       |  | -                                      
|Expected stock
		price volatility |  | 82 -
		91%                              |  | 90 -
		91%                             
|Weighted average
		volatility     |  | 127%                                    |  | 91%                                    
|Risk-free interest
		rate         |  | 3.36 -
		4.52%                          |  | 4.45 -
		4.52%                         
|Expected life of
		options        |  | 2.5 - 5
		years                         |  | 2.5 - 5
		years                        
|Block discount
		applied          |  | 40%                                     |  | 40%                                    

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

4.   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, 2008. The
United Kingdom lease is with a company owned by a current director and officer
of the Company. This lease is for 30 days and is automatically renewed with a 30
days notice period.

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

|     |   |       
|---- | - | ------
|2008 | $ | 10,427
|2009 |   | 78,282
|2010 |   | 54,417
|     |   |       

The Company paid rent expense totaling $28,694 for the quarter ended September
30, 2008 (September 30, 2007 - $23,979).

The Company has a management
consulting agreement with T.M. Williams (ROW), Inc., an Anguilla incorporated
company and Mr. Williams dated August 20, 2001, (the "Williams Agreement"),
amended February 28, 2002, in connection with the provision of services by Mr.
Williams as President and Chief Executive Officer of the Company. The agreement
was 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.

Page 7

BINGO.COM,
LTD.and Subsidiaries

Notes to Consolidated Financial Statements

Nine months ended September
30, 2008 and 2007

(Unaudited)





5.    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, 2008
|--------------------------------------------------------------------------------- | - | ------------------
|                                                                                  |   | Nine Months       
|Computed
		"expected" tax expense                                                 | $ | 260,611           
|Decrease in income
		taxes resulting from income taxes in other tax jurisdictions |   | (336,762)         
|Other                                                                             |   | (1,096)           
|Expiration of tax
		asset                                                         |   | (314,179)         
|Change in exchange
		rates                                                        |   | (24,329)          
|Change in
		valuation allowance                                                   |   | 415,755           
|                                                                                  | $ | -                 

The tax effects of temporary differences that
give rise to significant portions of the deferred tax assets and deferred tax
liabilities at September 30, 2008, and December 31, 2007, are presented below:

|                                  |   | September 30, 2008 |   | December 31, 2007
|--------------------------------- | - | ------------------ | - | -----------------
|Deferred tax assets:              |   |                    |   |                  
|Net operating loss carry forwards | $ | 338,964            | $ | 754,719          
|                                  |   |                    |   |                  
|Valuation Allowance               |   | (338,964)          |   | (754,719)        
|                                  | $ | -                  | $ | -                

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

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

Page 8

BINGO.COM,
LTD.and Subsidiaries

Notes to Consolidated Financial Statements

Nine months ended September
30, 2008 and 2007

(Unaudited)





6.    Related Party
Transactions

The Company has a
liability of $6,975 (December 31, 2007 - $2,306), to a company owned by a
current director and officer of the Company for payment of services rendered and
expenses incurred by the current director and officer of the Company.

The Company has a
liability of $2,814 (December 31, 2007 - $nil), to a director and officer of the
Company for payment of services rendered and expenses incurred by the director
and officer of the Company.

Payments made to Bingo,
Inc. in relation to the domain name purchase payment totaled $62,316 during the
quarter ended September 30, 2008 (Quarter ended September 30, 2007 - $43,324).

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

7.    Segmented
information:

Revenue

The Company operates in one reportable
business segment, the business of providing games and entertainment based on the
game of bingo through its Internet portal, bingo.com, supported mainly by
receiving deposits for the games for money and selling advertising on the
website.  The revenue for the quarter ended September 30, 2008 and 2007, has
been derived primarily from total dollars wagered, including bonus wagered, on
all games less all winnings payable to players.

Equipment

The Company's equipment is
located as follows:

|Net Book Value                  |   | September 30,
		2008 |   | December 31, 2007
|------------------------------- | - | -------------------- | - | -----------------
|                                |   |                      |   |                  
|Alderney, Channel Islands       | $ | 83,158               | $ | -                
|Canada                          |   | 77,770               |   | 78,588           
|Curacao,
		Netherlands Antilles |   | 42,231               |   | 50,980           
|                                | $ | 203,159              | $ | 129,568          

8.         Concentrations

Major customers

For the quarter ended September 30,
2008, 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, 2008, there were two processors, Royal Bank of
Scotland and NETeller, each receiving 93% and 6% respectively of the total funds
processed.

Page 9

BINGO.COM,
LTD.and Subsidiaries

Notes to Consolidated Financial Statements

Nine months ended September
30, 2008 and 2007

(Unaudited)





8.         Concentrations
(continued)

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

For the quarter ended September 30, 2007, there
were no sales to customers, which were in excess of 10% of total sales.

9.   
Concentrations of Credit Risk:

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

The Company
currently maintains its cash balances at financial institutions. At September
30, 2008, the Company had $275,688 (December 31, 2007 - $378,441) in excess of
federally insured limits.

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

As of September 30, 2008, three customers
totaling $15,600, $7,658 and $4,934 respectively, who accounted for total
accounts receivable greater than 10%. As of December 31, 2007, three customers,
totaling $59,500, $26,886 and $25,389 who accounted for greater than 10% of the
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.

10.       Contingent liabilities:

The Company has a contingent liability of
$943,747 (December 31, 2007 - $441,916) for player bonus balances. These
balances are not withdrawable but can be wagered. Any winnings made on these
bonus wagers can be immediately withdrawn.

Page 10

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-KSB for the fiscal year
ended December 31, 2007.

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-KSB for the year ended December 31, 2007, filed
with the Securities and Exchange Commission (the "SEC") and should not place
undue reliance on any forward-looking statements.

Page 11

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 1,900,000 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. We have been granted an Alderney
gaming license and have prepaid the annual license fee of GBP70,000 Sterling. The Alderney
license will enable us to advertise in the United Kingdom. We have also applied
for a Malta gaming license which will provide an additional safeguard in terms
of access to the United Kingdom market and, furthermore, allow us to take
advantage of other European markets as and when they become accessible. We will
commence operations under one of these licenses after final approval of our
systems and processes by the relevant regulatory authorities.

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

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

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, 2008, had an accumulated deficit of
$11,873,268.

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

Page 12

ended September 30, 2008. Moving forward we
will continue to focus our marketing on attracting additional players from
jurisdictions such as the United Kingdom where Internet gambling is regulated
and considered legal.

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, 2008, 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 13

RESULTS OF OPERATIONS

Revenue

Total revenue increased to $1,560,087 for the
quarter ended September 30, 2008, an increase of 58% from revenue of $989,576
for third quarter of 2007 and an increase of 10% from revenue of $1,415,858 in
the second quarter of 2008. Effective October 12, 2006, in response to the
United States Unlawful Internet Gambling Enforcement Act of 2006 we sold our US
players and related assets to an unrelated company. We commenced offering cash
games in the United Kingdom in the second quarter of 2007. We had Gaming Revenue
of $1,487,999 in the quarter ended September 30, 2008, an increase of 56%
compared to Gaming Revenue of $954,815 in the third quarter of 2007 and an
increase of 11% from revenue of $1,337,441 in the second quarter of 2008.  This
increase in Gaming Revenue is due to an increase in our player base. We earned
advertising revenue of $72,088 in the quarter ended September 30, 2008, an
increase from advertising revenue of $34,761 in the third quarter of 2007 and a
decrease of 8% from advertising revenue of $78,417 in the second quarter of
2008.

Cost of revenue

We recorded cost of revenue of $1,009,045 during
the quarter ended September 30, 2008, an increase compared to costs of $451,187
for the third quarter of 2007 and an increase of 9% over costs of $925,293 in
the second quarter of 2008.  The gross margin decreased to 35% for the quarter
ended September 30, 2008, compared to gross margin of 54% in the third quarter
of 2007 and 35% gross margin in the second quarter of 2008. 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
increase in cost of revenue for the quarter ended September 30, 2008, compared
to the third quarter of 2007 is due to the increase in player base, especially
the awarding of deposit bonuses required both to be competitive with other
bingo-oriented websites and to build a large customer base as quickly as
possible.

Sales and marketing expenses

Sales and marketing expenses increased to
$371,359 for the quarter ended September 30, 2008, an decrease of 36% over
expenses of $576,730 in the third quarter of 2007 and an increase of 16% from
expenses of $321,027 in the second quarter of 2008. Sales and marketing expenses
principally include costs for signup bonuses, marketing, prizes for our players
and other bonuses and incentives offered to gaming players. The decrease in
sales and marketing expenses for the quarter ended September 30, 2008, compared
to the second quarter of 2007 is due to the launch of the UK website in the
second quarter of 2007. The increase in sales and marketing expenses for the
quarter ended September 30, 2008, compared to the second quarter of 2008, is due
to an increase in marketing bonuses awarded to players.

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

General and administrative
expenses

General and administrative expenses consist
primarily of premises costs for our office, legal and professional fees, and
other general corporate and office expenses. General and administrative expenses
increased to $135,669 for the third quarter of 2008, an increase of 11% from
costs of $122,602 for the

Page 14

second quarter of 2007 and a decrease of 9% from costs
of $149,292 in the second quarter of 2008. The increase in general and
administrative expenses for the quarter ended September 30, 2008, compared to
the second quarter of 2007, is due to the further development of the website to
enhance the players experience. The decrease compared to the second quarter of
2008, is due to the expenses incurred in relation to the Company's Annual
General Meeting held during the second quarter of 2008.

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

Salaries, wages, consultants and benefits

Salaries, wages, consultants and benefits
increased to $248,342 for the quarter ended September 30, 2008, an increase of
4% compared to salaries, wages, consultants and benefits of $237,867 in the
third quarter of 2007 and a decrease of 5% over salaries, wages, consultants and
benefits of $262,648 in the second quarter of 2008. This increase compared to
the third quarter of 2007, is due to the recruitment of additional staff in
order to run the expanded business and regular increases in the rates of pay.
The decrease compared to the second quarter of 2008, is due to the strengthening
of the US dollar compared to the Canadian 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 $14,518 during the quarter ended
September 30, 2008, a decrease of 12% over costs of $16,413 during the same
quarter in the prior year and an increase of 2% from costs of $14,228 in the
second quarter of 2008. This decrease in depreciation and amortization compared
to the third quarter of 2007, can be explained due to the aging of assets. The
increase in depreciation and amortization compared to the second quarter of
2008, is due to the acquisition of equipment, especially computers and servers,
to enable us to run the expanded business.

Stock based
Compensation

Stock based compensation decreased to $25,633
during the quarter ended September 30, 2008, a decrease of 15% over stock based
compensation of $30,087 during the same quarter in the prior year and an
increase of 16% from stock based compensation of $19,256 in the second quarter
of 2008. The decrease in stock based compensation compared to the third quarter
of 2007, is due to the expiration of stock options during fiscal 2007 and 2008.
The increase in stock based compensation compared to the second quarter of 2008,
is due to stock options granted during the second quarter of fiscal 2008.

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, 2008, we collected $7,500 of the $1,200,050 due, compared to payments
received of $30,000 during the same quarter in the prior year and $18,000 in the
second quarter of 2008.

Page 15

Net loss and loss per share

Net loss for the three months ended September
30, 2008, amounted to $268,774, a loss of $0.01 per share, a decrease of 32%
compared to a net loss of $395,787, a loss of $0.01 per share for the same
period in 2007 and an increase in net loss of 14% compared to a net loss of
$235,188 or $0.01 per share in the second quarter of 2008. The decrease in net
loss for the quarter ended September 30, 2008, compared to the third quarter of
2007 is due to the increase in revenue as a result of the launch of the UK
website in the second quarter of 2007. The increase in net loss for the quarter
ended September 30, 2008, compared to the second quarter of 2008 is due to the
strengthening of the US dollar in comparison to the Canadian dollar and the
Pound Sterling.

LIQUIDITY AND CAPITAL RESOURCES

We had cash of $748,344 and working
capital of $464,020 at September 30, 2008.  This compares to cash of $744,596
and working capital of $648,123 at December 31, 2007.

During the quarter ended September 30, 2008, we
used cash of $168,808 from operating activities compared to using cash of
$303,167 in the same period in the prior year and compared to using cash of
$174,509 from operating activities in the second quarter of fiscal 2008.

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.

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

ITEM 4T.       Controls and Procedures.

(a)        Evaluation of disclosure controls and
procedures.

As required by Rule 13a-15 under
the Securities Exchange Act of 1934, 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, 2008. 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, 2008, 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.

Page 16

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

(b)        Changes in
internal controls.

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

Page 17

PART II - OTHER INFORMATION

ITEM 1.          Legal
Proceedings

We are not currently a party to any legal
proceeding, and was not a party to any other legal proceeding during the quarter
ended September 30, 2008. We are currently not aware of any legal proceedings
proposed to be initiated against the Company. However, from time to time, we may
become subject to claims and litigation generally associated with any business
venture.

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

There were no unregistered sales of equity
securities or use of proceeds during the quarter ended September 30, 2008.

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

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

Effective September 15,
2008, the British Columbia Securities Commission ("BCSC") issued rule 51-509
Issuers Quoted in the U.S. Over-the-Counter Markets. Rule 51 - 509 requires all
Over-the-Counter Companies that have connections to British Columbia (BC) to
comply with BC securities law and certain public disclosure requirements. The
Company is deemed to have connection to BC due to the fact that administration
and a director are located in BC. The Company has complied with rule 51-509 and
registered and filed the necessary documents on SEDAR. The Company is deemed,
due to the fact that there are less than 50% of the Company's shareholders
located in BC, to be a foreign reporting issuer in accordance with NI 71-102
"Continuous Disclosure
and Other Exemptions Relating to Foreign Issuers". Therefore the Company is only
required to file what it files with the Securities and Exchange Commission on SEDAR.

The company
filed a press release on August 15, 2008,
announcing share trading concerns. On May 13, 2008, the BCSC enacted its rule
33-705: "Conditions of Registration for Investment Dealers that Trade in the
U.S. Over-the-Counter Markets". In essence, this change will require British
Columbia securities dealers who wish to continue to trade in United States
Over-the-Counter ("OTC") securities to be subject to additional regulatory
scrutiny and documentation. For those British Columbia securities dealers who
are not willing to subject themselves to such additional regulation, the BCSC
will require a written undertaking that they will not trade in OTC securities.

New
Agreements

The Company did not
enter any new reportable agreements during the quarter ended September 30, 2008.

Page 18

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 14, 2008.
|31.2           | Certificate of Chief Financial Officer
		pursuant to the Securities Exchange Act Rules 13a-15(e) and 15d -15(e)
		as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
		dated November 14, 2008.
|32.1           | Certification from
		the Chief Executive Officer of Bingo.com, Ltd. pursuant to 18 U.S.C.
		Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
		Act of 2002 dated November 14, 2008.        
|32.2           | Certification from
		the Chief Financial Officer of Bingo.com, Ltd. pursuant to 18 U.S.C.
		Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
		Act of 2002 dated November 14, 2008.        

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

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

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

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

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

Page 19

Reports on Form 8-K.

There were no
Form 8-K filed during the quarter ended
September 30, 2008.

Reports Subsequent to the quarter ended September 30,
2008.

None

Page 20

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 14, 2008 |                                                                                                                                            | BINGO.COM, LTD.    
|----- | ----------------- | ------------------------------------------------------------------------------------------------------------------------------------------ | -------------------
|      |                   | (Registrant)                                                                                                                              
|Date: | November 14, 2008 |                                                                                                                                            | /S/ T.M.
		Williams
|      |                   | T. M. Williams,
		Chairman of the Board, Chief Executive Officer, President and Secretary
		(Principal
		Executive and Accounting Officer)
|Date: | November 14, 2008 |                                                                                                                                            | /S/
		H. W. Bromley
|      |                   | H.W. Bromley, Chief
		Financial Officer
		(Principal
		Accounting Officer)                                                                

Page 21

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, 2008, 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 14, 2008

T. M. Williams, Chairman of the Board,

Chief Executive Officer, President and Secretary

(Principal Executive Officer)

Page 22

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, 2008, 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 14, 2008

H.W. Bromley,

Chief Financial Officer

(Principal Accounting Officer)

Page 23

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, 2008, 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 14, 2008



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 24



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, 2008, 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 14, 2008



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 25