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 June 30, 2012

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

Commission
    File Number: 333-120120-01

BINGO.COM, LTD.

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



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



National Bank of Anguilla Corporate Building, 1St
  Floor

St Mary's Road, TV1 02P

The
    Valley, Anguilla, B.W.I

(Address
  of principal executive offices)



(264)
    461-2646

(Issuer's
  telephone number)



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

|Indicate
        by check mark whether the registrant is a shell company (as defined in
        Rule 12b-2 of the Exchange Act).                                                                         
        Yes [     ]      No
        [ X ]
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|APPLICABLE ONLY TO CORPORATE ISSUERS
			The number of outstanding shares of the Issuer's common stock, no
		par value per share, was
			63,877,703 as
		of August 13, 2012.                                                                        



BINGO.COM,
	LTD.

QUARTERLY
	REPORT ON FORM 10-Q

FOR THE
	PERIOD ENDED JUNE 30, 2012



TABLE OF
	CONTENTS

|                                                                       |                      | PAGE
|---------------------------------------------------------------------- | -------------------- | ----
|PART I - FINANCIAL INFORMATION                                         | 2                   
|ITEM 1.                                                                | Financial Statements | 2   
|Consolidated Balance Sheets                                            | 2                   
|Consolidated Statements of
          Operations and Comprehensive Loss | 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 | 15
|-------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------- | --
|ITEM 4T.                                                                                                                                     | Controls and Procedures.                                                                | 19
|PART II - OTHER
          INFORMATION                                                                                                        | 21                                                                                     
|ITEM 1.                                                                                                                                      | Legal Proceedings                                                                       | 21
|ITEM 2.                                                                                                                                      | Unregistered Sales of Equity Securities and Use of Proceeds                             | 21
|ITEM 3.                                                                                                                                      | Defaults Upon Senior Securities                                                         | 21
|ITEM 4.                                                                                                                                      | Submission of Matters to a Vote of
          Security Holders                           | 21
|ITEM 5.                                                                                                                                      | Other Information                                                                       | 21
|ITEM 6.                                                                                                                                      | Exhibits and reports on Form 8-K                                                        | 22
|SIGNATURES                                                                                                                                   | 24                                                                                     
|EXHIBITS                                                                                                                                     | 25                                                                                     
|CERTIFICATIONS                                                                                                                               | 25                                                                                     
|Certification
          pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
          of the  Sarbanes-Oxley Act of 2002. | 27                                                                                     

Page 1

# PART I - FINANCIAL INFORMATION

## ITEM
  1.                     
  Financial Statements.

BINGO.COM,
  LTD. and Subsidiaries

Consolidated
	Balance Sheets

(Unaudited)

|As at                                                                                                                                             |   | June 30, 2012 |  |   | December 31, 2011
			(Restated Note 3)
|------------------------------------------------------------------------------------------------------------------------------------------------- | - | ------------- |  | - | --------------------------------------
|                                                                                                                                                  |   |               |  |   |                                       
|Assets                                                                                                                                            |   |               |  |   |                                       
|Current assets:                                                                                                                                   |   |               |  |   |                                       
|Cash                                                                                                                                              | $ | 745,478       |  | $ | 787,524                               
|Accounts
			receivable less allowance for doubtful
			accounts
			$150,000  (December 31, 2011 - $150,000)                                        |   | 255,147       |  |   | 148,119                               
|Prepaid
			expenses                                                                                                                               |   | 86,008        |  |   | 219,279                               
|Total Current
			Assets                                                                                                                           |   | 1,086,633     |  |   | 1,154,922                             
|                                                                                                                                                  |   |               |  |   |                                       
|Equipment, net                                                                                                                                    |   | 12,663        |  |   | 14,827                                
|                                                                                                                                                  |   |               |  |   |                                       
|Other assets                                                                                                                                      |   | 11,942        |  |   | 11,977                                
|                                                                                                                                                  |   |               |  |   |                                       
|Domain name
			rights and intangible assets (Note 4)                                                                                              |   | 1,257,241     |  |   | 1,257,241                             
|                                                                                                                                                  |   |               |  |   |                                       
|Deferred tax
			asset, less valuation allowance of $142,682 (December 31, 2011 -
			$141,699) (Note 7)                                            |   | -             |  |   | -                                     
|                                                                                                                                                  |   |               |  |   |                                       
|Total Assets                                                                                                                                      | $ | 2,368,479     |  | $ | 2,438,967                             
|                                                                                                                                                  |   |               |  |   |                                       
|Liabilities and
			Stockholders' Equity                                                                                                           |   |               |  |   |                                       
|Current
			liabilities:                                                                                                                           |   |               |  |   |                                       
|Accounts
			payable                                                                                                                               | $ | 20,719        |  | $ | 13,261                                
|Accrued
			liabilities                                                                                                                            |   | 43,938        |  |   | 72,349                                
|Accounts
			payable and accrued liabilities - related
			party (Note
			8)                                                                        |   | 14,984        |  |   | 10,681                                
|Total Current
			Liabilities                                                                                                                      |   | 79,641        |  |   | 96,291                                
|                                                                                                                                                  |   |               |  |   |                                       
|Commitments
			(Note 6)                                                                                                                           |   |               |  |   |                                       
|                                                                                                                                                  |   |               |  |   |                                       
|Stockholders'
			equity (Note 5):                                                                                                                 |   |               |  |   |                                       
|Common stock,
			no par value, unlimited shares
			authorized,
			63,877,703 shares issued and outstanding
			(December 31,
			2011 - 63,877,703) |   | 18,237,685    |  |   | 18,237,685                            
|Accumulated
			deficit                                                                                                                            |   | (15,973,427)  |  |   | (15,919,589)                          
|Accumulated
			other comprehensive income:
			Foreign
			currency translation adjustment                                                          |   | 24,580        |  |   | 24,580                                
|Total
			Stockholders' Equity                                                                                                                     |   | 2,288,838     |  |   | 2,342,676                             
|                                                                                                                                                  |   |               |  |   |                                       
|Total
			Liabilities and Stockholders' Equity                                                                                                     | $ | 2,368,479     |  | $ | 2,438,967                             
|                                                                                                                                                  |   |               |  |   |                                       

See accompanying notes to consolidated financial statements.

Page
    2

BINGO.COM, LTD.

  and Subsidiaries

Consolidated
  Statements of Operations

  and Comprehensive Loss

For Periods
	Ended June 30, 2012 and 2011

(Unaudited)



|                                                                 |   | Six
			Months ended June 30, 2012 |   | Six
			Months ended June 30, 2011 |   | Three
			Months ended June 30, 2012 |   | Three
			Months ended June 30, 2011
|---------------------------------------------------------------- | - | --------------------------------- | - | --------------------------------- | - | ----------------------------------- | - | -----------------------------------
|                                                                 |   |                                   |   |                                   |   |                                     |   |                                    
|Advertising revenue                                              | $ | 27,255                            | $ | 26,946                            | $ | 7,873                               | $ | 11,079                             
|Gaming revenue                                                   |   | 726,794                           |   | 583,590                           |   | 339,869                             |   | 352,413                            
|Total revenue                                                    |   | 754,049                           |   | 610,536                           |   | 347,742                             |   | 363,492                            
|                                                                 |   |                                   |   |                                   |   |                                     |   |                                    
|Operating expenses:                                              |   |                                   |   |                                   |   |                                     |   |                                    
|Depreciation and amortization                                    |   | 2,372                             |   | 4,393                             |   | 1,192                               |   | 1,743                              
|Directors fees                                                   |   | 6,500                             |   | 6,500                             |   | 4,000                               |   | 4,500                              
|General and administrative                                       |   | 123,124                           |   | 159,184                           |   | 56,882                              |   | 83,754                             
|Loss on disposal of equipment                                    |   | -                                 |   | 9,209                             |   | -                                   |   | 2,332                              
|Salaries, wages, consultants
			and benefits                     |   | 200,317                           |   | 547,927                           |   | 97,210                              |   | 104,399                            
|Selling and marketing                                            |   | 486,750                           |   | 657,821                           |   | 188,411                             |   | 161,142                            
|Total operating expenses                                         |   | 819,063                           |   | 1,385,034                         |   | 347,695                             |   | 357,870                            
|                                                                 |   |                                   |   |                                   |   |                                     |   |                                    
|(Loss) Income before other income (expense) and
			income taxes  |   | (65,014)                          |   | (774,498)                         |   | 47                                  |   | 5,622                              
|                                                                 |   |                                   |   |                                   |   |                                     |   |                                    
|Other income
			(expense):                                       |   |                                   |   |                                   |   |                                     |   |                                    
|Foreign exchange gain (loss)                                     |   | 10,402                            |   | 40,512                            |   | (29,245)                            |   | 2,151                              
|Interest and other income                                        |   | 834                               |   | 1,826                             |   | 290                                 |   | 772                                
|                                                                 |   |                                   |   |                                   |   |                                     |   |                                    
|(Loss) Income before income taxes                                |   | (53,778)                          |   | (732,160)                         |   | (28,908)                            |   | 8,545                              
|                                                                 |   |                                   |   |                                   |   |                                     |   |                                    
|Income tax expense                                               |   | (60)                              |   | (2,652)                           |   | -                                   |   | (25)                               
|                                                                 |   |                                   |   |                                   |   |                                     |   |                                    
|Net (loss) income                                                | $ | (53,838)                          | $ | (734,812)                         | $ | (28,908)                            | $ | 8,520                              
|                                                                 |   |                                   |   |                                   |   |                                     |   |                                    
|Net (loss)
			income per common share, basic and diluted         | $ | (0.00)                            | $ | (0.01)                            | $ | (0.00)                              | $ | 0.00                               
|                                                                 |   |                                   |   |                                   |   |                                     |   |                                    
|Weighted average common shares outstanding, basic
			and diluted |   | 63,877,703                        |   | 63,877,703                        |   | 63,877,703                          |   | 63,877,703                         

See
	accompanying notes to consolidated financial statements.

Page
    3

BINGO.COM,
  LTD.

  and Subsidiaries

Consolidated
  Statements of Stockholders' Equity

For the period
	ended June 30, 2012

(Unaudited)

|                                             | Common stock |             | Accumulated
			Other Comprehensiveincome |                                            |                              
|-------------------------------------------- | ------------ | ----------- | ---------------------------------------- | ------------------------------------------ | -----------------------------
|                                             | Shares       | Amount      | Accumulated Deficit                      | Foreign
			currency translation adjustment | Total
			Stockholders' Equity
|Balance, December 31, 2011 (Restated Note 3) | 63,877,703   | $18,237,685 | $(15,919,589)                            | $ 24,580                                   | $2,342,676                   
|                                             |              |             |                                          |                                            |                              
|Net
			loss                                  | -            | -           | (53,838)                                 | -                                          | (53,838)                     
|Balance, June 30, 2012                       | 63,877,703   | $18,237,685 | $
			(15,973,427)                        | $ 24,580                                   | $ 2,288,838                  
|                                             |              |             |                                          |                                            |                              

See
	accompanying notes to consolidated financial statements.

Page
    4

BINGO.COM, LTD.

  and Subsidiaries

Consolidated
  Statements of Cash Flows

Six Months
	Ended June 30, 2012 and 2011

(Unaudited)

|                                                                                  |  |   | 2012      |   | 2011     
|--------------------------------------------------------------------------------- |  | - | --------- | - | ---------
|Cash
			flows from operating activities:                                          |  |   |           |   |          
|Net
			loss                                                                       |  | $ | (53,838)  | $ | (734,812)
|Adjustments to reconcile net loss to net cash
			used
			in operating activities: |  |   |           |   |          
|Depreciation and amortization                                                     |  |   | 2,372     |   | 4,393    
|Loss on disposal of equipment                                                     |  |   | -         |   | 9,209    
|Issuance of consultant stock option                                               |  |   | -         |   | 4,245    
|Changes in operating assets and liabilities:                                      |  |   |           |   |          
|Accounts receivable                                                               |  |   | (107,028) |   | (91,106) 
|Prepaid expenses                                                                  |  |   | 133,271   |   | 356,078  
|Other assets                                                                      |  |   | 35        |   | 855      
|Accounts payable and accrued liabilities                                          |  |   | (16,650)  |   | (53,811) 
|Net
			cash used in operating activities                                          |  |   | (41,838)  |   | (504,949)
|                                                                                  |  |   |           |   |          
|Cash
			flows from investing activities:                                          |  |   |           |   |          
|Acquisition of equipment                                                          |  |   | (208)     |   | (5,007)  
|Net
			cash used in investing activities                                          |  |   | (208)     |   | (5,007)  
|                                                                                  |  |   |           |   |          
|Change
			in cash                                                                 |  |   | (42,046)  |   | (509,956)
|                                                                                  |  |   |           |   |          
|Cash,
			beginning of period                                                      |  |   | 787,524   |   | 1,396,384
|Cash,
			end of period                                                            |  | $ | 745,478   | $ | 886,428  
|                                                                                  |  |   |           |   |          
|Supplementary information:                                                        |  |   |           |   |          
|Interest paid                                                                     |  | $ | -         | $ | -        
|Income taxes paid                                                                 |  | $ | 1,363     | $ | 5,380    
|Non-cash financing activity                                                       |  | $ | -         | $ | -        
|Non-cash investing activity                                                       |  | $ | -         | $ | -        
|                                                                                  |  |   |           |   |          

See accompanying notes to consolidated financial statements.

Page
    5

BINGO.COM,
LTD.and Subsidiaries

Notes to Consolidated Financial Statements

Six Months ended June 30,
2012 and 2011

(Unaudited)





1.         Basis of Presentation:

The accompanying unaudited financial statements
have been prepared by Bingo.com, Ltd. ("the Company") in conformity with
accounting principles generally accepted in the United States of America ("US GAAP") applicable to interim financial information and with the rules and
regulations of the United States Securities and Exchange Commission. 
Accordingly, certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed, or omitted, pursuant to such rules and
regulations.  In the opinion of management, the unaudited interim financial
statements include all adjustments necessary for the fair presentation of the
results of the interim periods presented.  All adjustments are of a normal
recurring nature, except as otherwise noted below.  These financial statements
should be read in conjunction with the Company's audited consolidated financial
statements and notes thereto for the year ended December 31, 2011, included in
the Company's Annual Report on Form 10-K/A, filed August 9, 2012, 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 June 30, 2012
and 2011, and has an accumulated deficit of $15,973,427 as at June 30, 2012.

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

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



Page 6

BINGO.COM,
LTD.and Subsidiaries

Notes to Consolidated Financial Statements

Six Months ended June 30,
2012 and 2011

(Unaudited)





2.         Summary of significant accounting policies:

(a)
  Basis of
presentation:

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

(b)
 Use of estimates:

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

Significant areas
requiring the use of estimates include the valuation of long-lived assets, the
valuation of shares issued for the purchase of the remaining Domain Name
Purchase payments, the collectability of accounts receivable and the valuation
of deferred tax assets.  Actual results may differ significantly from these
estimates.

(c)
 Revenue
recognition:

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

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

(d)
 Foreign currency:

The consolidated financial statements are presented in United States dollars,
the functional currency of the Company. Transaction amounts denominated in
foreign currencies are translated at
exchange rates prevailing at the transaction dates.
Carrying values of monetary assets and liabilities are adjusted at each balance
sheet date to reflect the exchange rate at that date. Non-monetary assets and
liabilities are translated at the exchange rate on the original transaction
date. Gains and losses from restatement of foreign currency monetary and
non-monetary assets and 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.

Page 7

BINGO.COM,
LTD.and Subsidiaries

Notes to Consolidated Financial Statements

Six Months ended June 30,
2012 and 2011

(Unaudited)



2.         Summary of significant accounting policies:

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

During
the periods presented, the only long-lived assets reported on the Company's
consolidated balance sheet are equipment, other assets, and domain name rights.
Long-lived assets and certain identifiable recorded intangibles are reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable.  Recoverability of assets to
be held and used is measured by a comparison of the carrying amount of an asset
to future net cash flows expected to be generated by the asset.

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

(f) 
Domain name and intangible assets:

The Company has capitalized the cost of the purchase of the domain name
Bingo.com and was amortizing the cost over five years from the date of
commencement of operations. In 2002, the Company suspended the amortization of
the domain name cost in accordance with Accounting Standards Codification ("ASC")
350, where companies are no longer required to amortize indefinite life assets
but
instead test the indefinite
intangible asset for impairment at least annually.
The capitalized amount is based on the net
present value of the minimum payments permitted under the terms of the purchase
agreement.

During the year ended December 31, 2010, the Company purchased the remaining
Domain Name payments for $900,000, payable in 6,000,000 common shares of
Bingo.com, Ltd., at a value of $0.15 per share. In accordance with ASC Topic
420-10-25-11, the Company expensed $900,000 during the year ended December 31,
2010.
The
domain name is tested for impairment by comparing the future cash flows of the
domain name with its carrying value. The Company determined that as a result of
level 3 unobservable inputs in accordance with ASC 820, Fair Value Measurements
and Disclosures, that the fair value of the domain name exceeded the carrying
value and therefore no impairment existed for the periods presented.

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

In December 2011,
the Financial Accounting Standards Board ("FASB") issued ASU 2011-11, "Balance
Sheet (Topic 210), Disclosures about Offsetting Assets and Liabilities".   The
guidance in this update requires the Company to disclose both gross information
and net information about both financial instruments and transactions eligible
for offset in the balance sheet and
transactions subject to an agreement similar to a master netting arrangement.
The amendment is designed to enhance disclosures about the financial instruments
and derivatives, which will allow the users of an entity's financial statements
to evaluate the effect or potential effect of netting arrangements on an
entity's financial position. The scope includes derivatives, repurchase
agreements and security borrowings. The pronouncement is effective for fiscal
years and interim periods beginning on or after January 1, 2013 with

Page 8

BINGO.COM,
LTD.and Subsidiaries

Notes to Consolidated Financial Statements

Six Months ended June 30,
2012 and 2011

(Unaudited)



2.         Summary of significant accounting policies:

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

retrospective
application for all comparative periods presented.  The Company's adoption of
the new standard is not expected to have a material effect on the Company's
consolidated financial position or results of operations.

In December 2011,
the FASB issued ASU 2011-12, Comprehensive Income.  This Update defers changes
in Update 2011-05 that relate to how, when, and where reclassification
adjustments are presented. The amendments are being made to allow the Board time
to deliberate whether to present on the face of the financial statements the
effects of reclassifications out of accumulated other comprehensive income on
the components of net income and the other comprehensive income for all periods
presented. While the Board is considering the operational concerns about the
presentation requirements for reclassification adjustments and the needs of
financial statement users for additional information about reclassification
adjustments, entities should continue to report reclassifications out of
accumulated other comprehensive income consistent with the presentation
requirements in effect before Update 2011-05. All other requirements in Update
2011-05 are not affected by this Update. Public entities should apply these
requirements for fiscal years, and interim periods within those years, beginning
after December 15, 2011. The adoption of ASU No. 2011-12 by the Company did not
have a material impact on the presentation of our results of operations.

In July 2012, the FASB issued ASC Update No.
2012-02, Intangibles - Goodwill and Other (Topic 350): Testing Indefinite-Lived
Intangible Assets for Impairment . Update No. 2012-02 provides companies with
the option to assess qualitative factors to determine whether the existence of
events and circumstances indicates that it is more likely than not that the
indefinite-lived intangible asset is impaired. If the company concludes that it
is more likely than not that the asset is impaired, it is required to determine
the fair value of the intangible asset and perform the quantitative impairment
test by comparing the fair value with the carrying value in accordance with
Topic 350. If the company concludes otherwise, no further quantitative
assessment is required. In addition, ASU 2012-02 does not revise the requirement
to test indefinite-lived intangible assets annually for impairment, and does not
amend the requirement to test indefinite-lived intangible assets for impairment
between annual tests if there is a change in events or circumstances. However,
it does revise the examples of events and circumstances to be considered in
interim periods. ASU 2012-02 is effective for annual and interim impairment
tests performed for fiscal years beginning after September 15, 2012. The Company
is assessing the impact that the adoption of ASU 2012-12 may have on its
financial reporting for future periods.

Page 9

BINGO.COM,
LTD.and Subsidiaries

Notes to Consolidated Financial Statements

Six Months ended June 30,
2012 and 2011

(Unaudited)



2.         Summary of significant accounting policies:

(h) Financial instruments:

(i)  Fair values:

The fair value of accounts receivable,
accounts payable, accrued liabilities and accounts payable and accrued
liabilities - related party approximate their financial statement carrying
amounts due to the short-term maturities of these instruments.  Cash is carried
at fair value using a level 1 fair value measurement.

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

(ii)  Foreign
currency risk:

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

(i)   
Reclassification

Certain
comparative figures have been reclassified to conform to the presentation
adopted in the current year.

3.         Restatement:

This filing amends and restates our previously
reported financial statements for the year ended December 31, 2011, to reflect
the following adjustments

-   
The Consolidated balance sheet - This has been amended for the year ended
December 31, 2011, to expense the purchase of the remaining 4% Domain Name
Purchase payments for $900,000, in accordance with ASC Topic 420-10-25-11. This
had the effect to reduce the intangible asset and to increase the accumulated
deficit by $900,000 for the year ended December 31, 2011.

-    The Consolidated Statement of Stockholders' Equity - This has been
amended to restate the accumulated deficit for the year ended December 31, 2011,  to expense the purchase of the remaining 4% Domain Name Purchase
payments for $900,000,in accordance with ASC Topic 420-10-25-11.



Page 10

BINGO.COM,
LTD.and Subsidiaries

Notes to Consolidated Financial Statements

Six Months ended June 30,
2012 and 2011

(Unaudited)





4.    Domain name rights
and intangible asset:

The rights to use the domain name Bingo.com were acquired in January of 1999 for
a cash payment of $200,000 and the issuance of 500,000 shares of common stock of
the Company at a value of $2.00 per share. The agreement was signed with Bingo,
Inc., an unrelated party at the date of signing of the agreement. Under the
terms of the agreement, the Company was required to make quarterly domain name
purchase payments to the vendor based on 4% of annual gross revenue (as defined
in the agreement), with total minimum payments of $1,100,000 in the first three
years, including the initial cash payment, over
the 99 year period
ending December 31, 2098. These minimum payment commitments were completed on
June 30, 2002. During the year ended December 31, 2002, the agreement was
amended so that the remaining domain name purchase
payments to the vendor were made monthly, based on 4% of the preceding
month's gross revenue. During the year ended December 31, 2010, the Company
purchased the remaining Domain Name payments for $900,000, with the issuance of
6,000,000 common shares of the Company, at a value of $0.15 per share. In
accordance with ASC Topic 420-10-25-11, the Company expensed the Domain Name
Purchase payments of $900,000 during the year ended December 31, 2010.

Domain name rights have been capitalized on the balance sheet based on the
present value of the future minimum purchase payments.
In 2002, the
Company suspended the amortization of the domain name in accordance with ASC
350, Intangibles - Goodwill and Others, where companies are no longer permitted
to amortize indefinite life intangible assets.

|June 30, 2012      |   | Cost      |   | Accumulated
		amortization |   | Net book
		Value
|------------------ | - | --------- | - | -------------------------- | - | ----------------
|                   |   |           |   |                            |   |                 
|Domain name rights | $ | 1,934,500 | $ | 677,259                    | $ | 1,257,241       



|December 31, 2011 (Restated note 3) |   | Cost      |   | Accumulated
		amortization |   | Net book
		Value
|----------------------------------- | - | --------- | - | -------------------------- | - | ----------------
|                                    |   |           |   |                            |   |                 
|Domain name rights                  | $ | 1,934,500 | $ | 677,259                    | $ | 1,257,241       

5.   
Stockholder's Equity:

During the quarter ended June 30, 2012, the
Company recorded stock based compensation expense of $nil (June 30, 2011 - $nil)
and $nil (June 30, 2011 - $1,415) in consulting fees on options vested.

No
options were granted or exercised during the period ended June 30, 2012.

6.   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 expires on April 30, 2014. The
Anguillan operating lease expired on April 1, 2011 but automatically renews for
a further 3 month period until a 3 month cancelation notice is given. The United
Kingdom lease is leased from Bingo, Inc. This lease is for 30 days and is
automatically renewed with a 30 day notice period.

Page 11

BINGO.COM,
LTD.and Subsidiaries

Notes to Consolidated Financial Statements

Six Months ended June 30,
2012 and 2011

(Unaudited)



6.   Commitments: (Continued)

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

|     |   |       
|---- | - | ------
|2012 | $ | 14,445
|2013 |   | 18,332
|2014 |   | 6,027 
|     |   |       

The Company paid rent expense totaling $18,446
for the quarter ended June 30, 2012 (June 30, 2011 - $43,971).

The Company has a management consulting
agreement with T.M. Williams (Row), Inc., an Anguilla incorporated company, and
Mr. Williams, a related party, for a consultancy payment of $11,666 per month
payable in arrears. This contract is for the provision of services by Mr.
Williams as Executive Chairman of the Company.

7.    Income Taxes

Bingo.com, Ltd. is domiciled
in the tax-free jurisdiction of Anguilla, British West Indies. However certain
of the Company's subsidiaries incur income taxation.

The tax effects of
temporary differences that give rise to significant portions of the deferred tax
assets and deferred tax liabilities at June 30, 2012, and December 31, 2011, are
presented below:

|                                  |   | June 30,
		2012 |   | December 31, 2011
|--------------------------------- | - | --------------- | - | -----------------
|Deferred tax assets:              |   |                 |   |                  
|Net operating loss carry forwards | $ | 142,682         | $ | 141,699          
|                                  |   |                 |   |                  
|Valuation Allowance               |   | (142,682)       |   | (141,699)        
|                                  | $ | -               | $ | -                

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.

8.    Related Party
Transactions

The Company has a liability of $nil (December 31, 2011 - $3,900), 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 to Bingo, Inc. for rental of the UK office of $nil
(December 31, 2011 - $nil) for rental for the quarter ended June 30, 2012 of
$11,874 (Quarter ended June 30, 2011 - $nil).

The Company has a
liability of $10,002 (December 31, 2011 - $4,001), to the independent directors
of the Company for payment of services rendered. The Company incurred
independent directors fees of $4,000 for the quarter ended June 30, 2012.
(Quarter ended June 30, 2011 - $4,500)

Page 12

BINGO.COM,
LTD.and Subsidiaries

Notes to Consolidated Financial Statements

Six Months ended June 30,
2012 and 2011

(Unaudited)



8.    Related Party
Transactions: (Continued)

The Company has a
liability of $4,982 (December 31, 2011 - $2,780), to an officer of the Company
for payment of services rendered and expenses incurred of $14,239 during the
quarter ended June 30, 2012 (Quarter ended June 30, 2011 - $20,573),
by the officer of the Company.

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

9.
   Segmented information:

Revenue

The Company operates in one reportable business
segment, the business of marketing games and entertainment based principally on
the game of bingo through its Internet portal, Bingo.com.   Bingo.com is
supported by the revenue generated from the deposits received for the games for
money and by selling advertising on the website.  The revenue for the quarters
ended June 30, 2012 and 2011, has been derived primarily from the revenue
generated from the deposits received for the games for money.

The Company had the following revenue by
geographical region.

|                                     |   | Six
		Months ended June 30, 2012 |   | Six
		Months ended June 30, 2011 |   | Three
		Months ended June 30, 2012 |   | Three
		Months ended June 30, 2011
|------------------------------------ | - | -------------------------------- | - | -------------------------------- | - | ---------------------------------- | - | ----------------------------------
|                                     |   |                                  |   |                                  |   |                                    |   |                                   
|Gaming revenue                       |   |                                  |   |                                  |   |                                    |   |                                   
|Western Europe                       | $ | 106,839                          | $ | 109,758                          | $ | 36,262                             | $ | 74,955                            
|Central, Eastern and Southern Europe |   | 12,060                           |   | 20,812                           |   | 2,418                              |   | 10,406                            
|Nordics                              |   | 597,452                          |   | 445,065                          |   | 298,319                            |   | 262,710                           
|Other                                |   | 10,443                           |   | 7,955                            |   | 2,870                              |   | 4,342                             
|Total gaming revenue                 | $ | 726,794                          | $ | 583,590                          | $ | 339,869                            | $ | 352,413                           
|                                     |   |                                  |   |                                  |   |                                    |   |                                   
|Advertising
		revenue                |   |                                  |   |                                  |   |                                    |   |                                   
|Nordics                              | $ | 2,050                            | $ | 2,216                            | $ | 338                                | $ | 1,592                             
|Other                                |   | 25,205                           |   | 24,730                           |   | 7,535                              |   | 9,487                             
|Total advertising revenue            | $ | 27,255                           | $ | 26,946                           | $ | 7,873                              | $ | 11,079                            
|                                     |   |                                  |   |                                  |   |                                    |   |                                   
|Total revenue                        |   |                                  |   |                                  |   |                                    |   |                                   
|Western Europe                       | $ | 106,839                          | $ | 109,758                          | $ | 36,262                             | $ | 74,955                            
|Central, Eastern and Southern Europe |   | 12,060                           |   | 20,812                           |   | 2,418                              |   | 10,406                            
|Nordics                              |   | 599,502                          |   | 447,281                          |   | 298,657                            |   | 264,302                           
|Other                                |   | 35,648                           |   | 32,685                           |   | 10,405                             |   | 13,829                            
|Total revenue                        | $ | 754,049                          | $ | 610,536                          | $ | 347,742                            | $ | 363,492                           

Page 13

BINGO.COM,
LTD.and Subsidiaries

Notes to Consolidated Financial Statements

Six Months ended June 30,
2012 and 2011

(Unaudited)



9.
   Segmented information: (Conitnued)

Equipment

The Company's equipment is
located as follows:

|Net Book Value           |   | June
		30,
		2012 |   | December 31, 2011
|------------------------ | - | ----------------- | - | -----------------
|                         |   |                   |   |                  
|Anguilla                 | $ | 1,090             | $ | 1,308            
|Canada                   |   | 7,286             |   | 8,374            
|United Kingdom           |   | 1,413             |   | 1,696            
|United States of America |   | 2,874             |   | 3,449            
|                         | $ | 12,663            | $ | 14,827           

10.       Concentrations

Major customers

For the quarter ended June 30, 2012,
there was no single player on the gaming site who had wagered more than 10% of
the total gaming revenue. The Company is reliant on Unibet, a related party, to
provide contracted services pursuant to its Partner Program. The Company has a
receivable from Unibet of $245,137 as at June 30, 2012 (December 31, 2011 -
$133,363).

During the quarter ended June 30, 2012 and 2011, the Company offered limited
advertising. Therefore there were no advertising sales representing more than
10% of the total sales.

11. 
Concentrations of Credit Risk:

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

The Company currently maintains a substantial
portion of its day-to-day operating cash balances at financial institutions. At
June 30, 2012, the Company had total cash balances of $745,478 (December 31,
2011 - $787,524) at financial institutions, where $382,878 (December 31, 2011 -
$436,719) is in excess of federally insured limits. The Company has
concentrations of credit risk with respect to accounts receivable, as large
amounts of its accounts receivable are concentrated geographically in the United
Kingdom amongst a small number of customers.

As of June 30, 2012, the Company had one customer totaling $245,137, who
accounted for total accounts receivable greater than 10%. As of December 31,
2011, the Company had one customer, totaling $133,363 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.

Page 14

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, 2011.

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, 2011, filed with the Securities and
	Exchange Commission (the "SEC") and should not place undue reliance on any
	forward-looking statements.

Page 15

OVERVIEW

Bingo.com, Ltd. (the "Company") is in the
	business of owning and marketing a bingo based entertainment website that
	provides a variety of Internet games plus other forms of entertainment,
	including an online community, chat rooms, and more. Located at
	www.bingo.com, the Company has built one of the leading bingo portals on the
	Internet. The Bingo.com website has attracted millions of visitors from over
	200 countries. The level of Internet traffic that arrives at Bingo.com has a
	direct impact on our revenues as, generally, the greater the Internet
	traffic, the greater the amount of gaming or advertising revenue received.

The Company generates its main source of
	revenue from players who deposit funds into their Bingo.com accounts and
	play games for money.  An additional source of revenue comes from selling
	advertising on the website to other companies who wish to advertise their
	products to our user demographic.  During the year ended December 31, 2010,
	Bingo.com joined the Unibet International Limited ("Unibet") Partner Program
	as a network operator of their multi-language and multi-currency bingo and
	casino system.  The Unibet Partner Program provides a turnkey solution to
	Bingo.com which includes gambling licenses, multi-language customer support,
	financial processing capabilities, website technology, bingo games, soft
	games, casino games and many other services required to operate an online
	gambling business.  Bingo.com players continue to play on the website
	www.bingo.com but now participate in bingo rooms shared across the entire
	Unibet Partner Program alongside players from Mariabingo.com, Bingo.se, and
	other white label partner sites. These combined games increase the gaming
	liquidity and create one of the largest and most international online gaming
	systems in operation.

Unibet is paid a commission based on a fixed
	percentage of the gaming revenues generated on the Bingo.com website.  This
	agreement was for 2 years and automatically extends for additional years
	unless written notice is provided. Unibet will own, create and run the
	service offered and it will be the Company's responsibility to drive traffic
	to the website.  Bingo.com continues to own the player data contained within
	the database of players that register at

	www.bingo.com. 
	As a member of the Partner Program, Bingo.com is not required to secure or
	maintain any online gambling licenses of its own as the Company is permitted
	to offer Internet gambling products to its players pursuant to Unibet's
	licenses in relevant jurisdictions.

Since joining the Unibet Partner Program, we
	embarked on a cost focused restructure of the Bingo.com organization which
	has included a significant staff downsizing, the termination of hosting and
	other operational contracts, the sale of computer hardware, a reduction in
	office space, the release of both our Maltese and Curacao gaming licenses,
	and much more.  The Bingo.com restructuring program was completed in the
	quarter ending June 30, 2011.  The remaining costs of Bingo.com are now
	focused behind the marketing function of the organization as we attempt to
	generate increasing amounts of targeted Internet traffic to www.bingo.com
	and build a large base of valuable customers.  We intend to expand our
	business, leveraging the many different languages and currencies supported
	by Unibet's system, by launching targeted marketing campaigns in
	jurisdictions which we expect will be most responsive to Bingo.com's online
	offering.

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

Gaming revenue from the Bingo.com website
	accounted for approximately 98% of our revenue for the quarter ended June
	30, 2012.

Page 16

We have made a significant investment in the
	development of our website, the purchase of our domain name, branding,
	marketing, and operations.  As a result we have incurred significant losses
	since inception, and as of June 30, 2012, had an accumulated deficit of
	$15,973,427.

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 ongoing basis, management evaluates these
	judgments and estimates, including whether there are any uncertainties as to
	compliance with the revenue recognition criteria described below, and
	recoverability of long-lived assets, as well as the assessment as to whether
	there are contingent assets and liabilities that should be recognized or
	disclosed for the consolidated financial statements to fairly present the
	information required to be set forth therein. We base our estimates on
	historical experience and on various other assumptions that are believed to
	be reasonable under the circumstances, the results of which form the basis
	for making judgments about the carrying values of assets and liabilities
	that are not readily apparent from other sources. Actual results may differ
	from these estimates under different assumptions or conditions.

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

- Revenue recognition;

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

Revenue recognition:

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

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

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

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

Page 17

RESULTS OF OPERATIONS

Revenue

Total revenue for the quarter ended June 30,
	2012, was $347,742, a decrease of 4% from revenue of $363,492 for second
	quarter of 2011 and a decrease of 14% from revenue of $406,307, in the first
	quarter of 2012. Gaming Revenue was $339,869, a decrease of 4% in the
	quarter ended June 30, 2012, compared Gaming Revenue of $352,413 in the
	second quarter of 2011 and a 12% decrease from revenue of $386,925 in the
	first quarter of 2012. This decrease compared to the second quarter of 2011
	and the first quarter of fiscal 2012 is due to negative gaming results where
	we had some large winners. We earned advertising revenue of $7,873 in the
	quarter ended June 30, 2012, a decrease of 29% from advertising revenue of
	$11,079 in the second quarter of 2011 and a decrease of 59% from advertising
	revenue of $19,382 in the first quarter of 2012.

Sales and marketing expenses

Sales and marketing expenses were $188,411
	for the quarter ended June 30, 2012, an increase of 17% over expenses of
	$161,142 in the second quarter of 2011 and a decrease of 37% from expenses
	of $298,339 in the first quarter of 2012. Sales and marketing expenses
	principally include costs for signup bonuses, television marketing, Search
	Engine Optimization expenses, prizes for our players and other bonuses and
	incentives offered to gaming players. The increase in sales and marketing
	expenses for the quarter ended June 30, 2012, compared to the second quarter
	of 2011 is due to a larger media budget in the second quarter of fiscal
	2012. The decrease in sales and marketing expenses for the quarter ended
	June 30, 2012, compared to the first quarter of 2012, is due to a reduction
	in marketing efforts during the quarter ended June 30, 2012.

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

General and administrative
	expenses

General and administrative expenses consist
	primarily of premises costs for our office, legal and professional fees, and
	other general corporate and office expenses. General and administrative
	expenses decreased to $56,882 for the second quarter of 2012, a decrease of
	32% from costs of $83,754 for the second quarter of 2011 and a decrease of
	14% from costs of $66,242 in the first quarter of 2012. General and
	administrative expenses have decreased in comparison to the prior year due
	to the restructuring program completed in June 2011.

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
	decreased to $97,210 for the quarter ended June 30, 2012, a decrease of 7%
	compared to salaries, wages, consultants and benefits of $104,399 in the
	second quarter of 2011 and a decrease of 6%, over salaries, wages,
	consultants and benefits of $103,107 in the first quarter of 2012. The
	majority of the Company's salaries, wages, consultants and benefits are
	incurred in Canadian Dollars. This decrease compared to the second quarter
	of 2011 and the first quarter of 2012, is due to a decrease in consulting
	expenses required in the second quarter of 2012.

Page 18

Depreciation and amortization

Equipment is depreciated using the declining
	balance method over the useful lives of the assets, ranging from three to
	five years. Depreciation and amortization decreased to $1,192 during the
	quarter ended June 30, 2012, a decrease over costs of $1,743 during the same
	quarter in the prior year and an increase from costs of $1,180 in the first
	quarter of 2012. This decrease in depreciation and amortization compared to
	the second quarter of fiscal 2011, is due to the aging of the Company's
	equipment and the disposal of obsolete equipment.

Income taxes

The Company incurred income tax expense of
	$nil during the quarter ended June 30, 2012, in relation to profits earned
	in its subsidiaries in different jurisdictions compared to taxation expense
	of $25 in the second quarter of fiscal 2011 and taxation expense of $60 in
	the first quarter of fiscal 2012. During the year ended December 31, 2005,
	Bingo.com, Inc. merged with its subsidiary Bingo.com, Ltd. in Anguilla,
	British West Indies. Anguilla is a zero tax jurisdiction.

Net loss and loss per share

Net loss for the three months ended June 30,
	2012, amounted to ($28,908), a loss of ($0.00) per share, an increase in net
	loss compared to a net gain of $8,520, a gain of $0.00 per share for the
	same period in 2011 and an increase in net loss of 16% compared to a net
	loss of ($24,930) or loss of ($0.00) per share in the first quarter of 2012.
	The increase in net loss for the quarter ended June 30, 2012, compared to
	the second quarter of 2011 and the first quarter of 2012, is due to the
	decrease in revenue as a result of several large winners during the quarter
	and fluctuating foreign exchange rates.

LIQUIDITY AND CAPITAL RESOURCES

We had cash of $745,478 and positive working
	capital of $1,006,992 at June 30, 2012.  This compares to cash of $787,524
	and positive working capital of $1,058,631 at December 31, 2011.

During the quarter ended June 30, 2012, we
	provided cash of $71,479 from operating activities compared to providing
	cash of $47,542 in the same period in the prior year and compared to using
	cash of $113,317 in the first quarter of 2012.

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

ITEM 4T.       Controls and Procedures

(a)        Evaluation of disclosure controls
	and procedures.

As required by Rule 13a-15
	under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
	the Company carried out an evaluation under the supervision and with the
	participation of the Company's management, including the President and Chief
	Executive Officer and the Chief Financial Officer, of the effectiveness of
	the Company's disclosure controls and procedures as of June 30, 2012. 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

Page 19

enhance
	controls. Based upon the required evaluation, the Chief Executive Officer
	and the Chief Financial Officer concluded that as of June 30, 2012, the
	Company's disclosure controls and procedures were effective (at the
	"reasonable assurance" level mentioned above) to ensure that information
	required to be disclosed by the Company in the reports it files or submits
	under the Exchange Act is recorded, processed, summarized and reported
	within the time periods specified in the Securities and Exchange
	Commission's rules and forms.

From time-to-time, the Company
	and its management have conducted and will continue to conduct further
	reviews and, from time to time put in place additional documentation, of the
	Company's disclosure controls and procedures, as well as its internal
	control over financial reporting. The Company may from time to time make
	changes aimed at enhancing their effectiveness, as well as changes aimed at
	ensuring that the Company's systems evolve with, and meet the needs of, the
	Company's business. These changes may include changes necessary or desirable
	to address recommendations of the Company's management, its counsel and/or
	its independent auditors, including any recommendations of its independent
	auditors 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 20

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 June 30, 2012. We are currently not aware of any other legal
	proceedings proposed to be initiated against the Company. However, from time
	to time, we may become subject to claims and litigation generally associated
	with any business venture.

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

There were no unregistered sales of equity
	securities during the quarter ended June 30, 2012.

ITEM 3.         
	Defaults Upon Senior Securities

Not applicable.

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

During the quarter ended June 30, 2012, we
	held our Annual Meeting of Stockholders for the purposes of electing our
	directors and to ratify the appointment of Davidson & Company LLP, Chartered
	Accountants, as our independent auditors for the 2012 fiscal year. The
	Company issued a schedule 14A proxy statement to the shareholders on May 17,
	2012.

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

Nominee
	                                For                  Against           
	Abstain            Not Voted

T. M. Williams 
	                        44,720,285            900               
	15,070               11,208,551

J. M.
	Williams                           44,719,785         1,400               
	15,070               11,208,551

C. M.
	Devereux                        44,720,285            900                15,070               11,208,551

G.
	Whitton                                44,716,235        
	4,950                15,070               11,208,551

F.
	Curtis                                   44,716,235        
	4,950                15,070               11,208,551

E.
	Lungerud                              44,715,735        
	5,450                15,070               11,208,551

Proposal to
	ratify the appointment of Davidson & Company LLP, Chartered Accountants	as our independent auditors for the 2012 fiscal year.

For
	                 Against            Abstain            Not Voted

55,514,923         8,434   
	            421,449                         -

ITEM 5.          Other
	Information

The Company did not
	enter any new reportable agreements during the quarter ended June 30, 2012.

Page 21

ITEM 6.          Exhibits and reports on
Form 8-K

Exhibits

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

|Exhibit Number | Description                                                                                                                                                                                                          
|-------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.4            | Convertible
		Debenture between the Company and unrelated parties dated July 2, 2002.
		(b)                                                                                                                          
|4.5            | Common Stock Purchase Warrant between
		the Company and unrelated parties dated July 2, 2002. (b)                                                                                                                    
|10.2           | Asset Purchase Agreement by and between
		Bingo, Inc. and Progressive Lumber, Corp. dated January 18, 1999. (a)                                                                                                      
|10.24          | Amended Consulting Agreement dated
		February 28, 2002, between the Company, T.M. Williams (Row), Ltd., and
		T.M. Williams. (c)                                                                                     
|10.29          | Amendment of Asset
		Purchase Agreement dated July 1, 2002. (d)                                                                                                                                                      
|10.32          | Code of Business
		Conduct and Ethics dated December 22, 2006. (e)                                                                                                                                                   
|10.33          | Amended Consulting
		Agreement dated June 16, 2010, between the Company, T.M. Williams (Row),
		Ltd., and T.M. Williams. (f)                                                                                         
|10.35          | Consulting
		agreement dated April 1, 2011, between the Company and H. W. Bromley (g)                                                                                                                                
|10.36          | The Marketing Service Agreement
			between the Bingo.com, Ltd. wholly owned subsidiary, Coral Reef
			Marketing Inc. and with Unibet International Limited dated March 19,
			2010. (h)                              
|31.1           | Certificate of Chief Executive Officer
		pursuant to the Securities Exchange Act Rules 13a-15(e) and 15d -15(e)
		as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
		dated August 13, 2012 2012. 
|31.2           | Certificate of Chief Financial Officer
		pursuant to the Securities Exchange Act Rules 13a-15(e) and 15d -15(e)
		as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
		dated August 13, 2012, 2012.
|32.1           | Certification from
		the Chief Executive Officer of Bingo.com, Ltd. pursuant to 18 U.S.C.
		Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
		Act of 2002 dated August 13, 2012, 2012.        
|32.2           | Certification from
		the Chief Financial Officer of Bingo.com, Ltd. pursuant to 18 U.S.C.
		Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
		Act of 2002 dated August 13, 2012, 2012.        

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

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

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

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

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

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

(g) Filed with the Company's report on Form
	10-Q on May 12, 2011.

(h) Previously field with the Company's
	report on Form 8-K/A on June 18, 2012.

Page 22

Reports on Form 8-K.

During the quarter ended June 30, 2012, we
	filed the following Form 8-K:

-	An Form 8-K/A for the amended redaction of the Marketing Service
	Agreement with Unibet International Limited.

-	An Form 8-K announcing the results of our Annual General Meeting.

Reports Subsequent to
	the quarter ended June 30, 2012.

None

Page 23

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: | August 13, 2012 |                                                                                               | BINGO.COM, LTD.  
|----- | --------------- | --------------------------------------------------------------------------------------------- | -----------------
|      |                 | (Registrant)                                                                                 
|Date: | August 13, 2012 |                                                                                               | /S/ J.M. Williams
|      |                 | J. M. Williams,
			Chief Executive Officer, and President
			(Principal
			Executive Officer)
|Date: | August 13, 2012 |                                                                                               | /S/ H. W. Bromley
|      |                 | H.W. Bromley,
			Chief Financial Officer
			(Principal
			Accounting Officer)                

Page 24

EXHIBIT 31.1

CERTIFICATIONS

I, J. 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 June 30, 2012, 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/ J. M. Williams                                                       
	Date:August 13, 2012

J. M. Williams,

Chief Executive Officer and President

(Principal Executive Officer)

Page 25

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 June 30, 2012, 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:August 13, 2012

H.W. Bromley,

Chief Financial Officer

(Principal Accounting Officer)

Page 26

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
	June 30, 2012, as filed with the
	Securities and Exchange Commission on the date hereof (the "Report"), I, J.
	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/ J.M. Williams

J. M. Williams

President and
	Chief Executive Officer

August 13, 2012

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 27

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
	June 30, 2012, 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

August 13, 2012

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