UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

Form
10-K

(Mark
One)

|X|
  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2010

Or

|_|
  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES
  EXCHANGE ACT OF 193

For
the transition period from  to

Commission
file number 333-120120-01



BINGO.COM,
  LTD.

(Exact
name of registrant as specified in its charter)



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



Hansa Bank Building, Ground Floor, Landsome Road

AI 2640,The Valley, Anguilla, B.W.I

(Address
  of principal executive offices)



(264)
      461-2646

(Issuer's
  telephone number, including area code)



Securities registered under Section 12(b) of the
  Exchange Act:



None

(Title
  of Each Class & Name of each exchange on which registered)



Securities
  registered under section 12(g) of the Exchange Act:



COMMON STOCK,
    NO PAR VALUE PER SHARE

(Title of
    Class)

Indicate by check mark
	if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
	the Securities Act.
	      
	                                                                                
	 Yes  [   ]

	       No  [ X ]

Indicate by check mark if the registrant is
	not required to file reports pursuant to Section 13 or Section 15(d) of the
	Act.    
	                                                                                   
	 Yes   [   ]

	       No  [ X ]



|Indicate by check mark whether the registrant (1) has filed all
			reports required to be filed by Section 13 or 15(d) of the
			Securities Exchange Act of 1934 during the preceding 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 has submitted
			electronically and posted on its corporate Web site, if any, every
			Interactive Data File required to be submitted and posted pursuant
			to Rule 405 of Regulation S-T during the preceding 12 months. Yes  [
			X ]         No [   ]                                                                                                                                                                                                                                                                              
|Indicate by check mark if disclosure of delinquent filers pursuant
			to Item 405 of Regulation S-K is not contained herein, and will not
			be contained, to the best of registrant's knowledge, in definitive
			proxy or information statements incorporated by reference in Part
			III of this Form 10-K or any amendment to this Form 10-K.                                                                         
			[   ]                                                                                                                                                  
|Indicate by check mark whether the
			registrant is a large accelerated filer, an accelerated filer, a
			non-accelerated filer, or a smaller reporting company. See the
			definitions of "large accelerated filer," "accelerated filer" and
			"smaller reporting company" in Rule 12b-2 of the Exchange Act.
			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
			Act).                                                                                              
			Yes  [   ]       No  [ X ]                                                                                                                                                                                                                                                                                                                                            
|State issuer's revenues for its most recent fiscal
			year.                                          $1,816,804                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|State the aggregate market value of the voting and non-voting common
			equity held by non-affiliates computed by reference to the price at


of such stock on the National
			Association of Securities Dealers Over the Counter Bulletin Board
			market as of March 22, 2011, being $0.07
 per share
: $4,471,439
..
			The number of shares of the issuer's common stock
			outstanding on March 22, 2011, was 63,877,703. Our common stock is
			traded on the National Association of Securities Dealers
			Over-the-Counter Bulletin Board market under the symbol " BNGOF"
..
|APPLICABLE ONLY TO CORPORATE
			REGISTRANTS
			Indicate the
			number of shares outstanding of the registrant'
s common stock, no
			par value per share, was 63,877,703 as of March 22, 2011.                                                                                                                                                                                                                                                                                                                                                                                       
|DOCUMENTS INCORPORATED
			BY REFERENCE
			The merger of Bingo.com, Inc. with
			Bingo.com, Ltd., which was approved by the Securities Exchange
			Commission on March 8, 2005, and is effective on April 7, 2005, is
			described in the prospectus filed under Rule 424(b) of the
			Securities Act and the Form S-4, which were filed on March 9, 2005,
			and March 4, 2005, respectively. The Company filed Form SB2 on
			September 18, 2007, for the registration of shares originally issued
			in the private placement.                                                     

Page 1



###### TABLE OF CONTENTS

|        |          | PAGE
|------- | -------- | ----
|PART I  | 3       
|ITEM 1. | BUSINESS | 3   

|ITEM 2.                                                                                                                   | PROPERTIES                                                                                                       | 10
|------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------- | --
|ITEM 3.                                                                                                                   | LEGAL
		PROCEEDINGS                                                                                              | 10
|ITEM 4.                                                                                                                   | SUBMISSION
		OF MATTERS TO A VOTE OF SECURITY HOLDERS..                                                          | 10
|                                                                                                                          |                                                                                                                 
|PART II                                                                                                                   | 11                                                                                                              
|ITEM 5.                                                                                                                   | MARKET FOR
		REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
		PURCHASES OF EQUITY SECURITIES | 11
|ITEM 6.                                                                                                                   | SELECTED FINANCIAL DATA                                                                                          | 13
|ITEM 7.                                                                                                                   | MANAGEMENT'S
	DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                           | 13
|ITEM 8.                                                                                                                   | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                                      | 18
|ITEM 9.                                                                                                                   | CHANGES IN AND
	DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                            | 44
|ITEM 9A.                                                                                                                  | CONTROLS AND
	PROCEDURES                                                                                         | 44
|ITEM 9B.                                                                                                                  | OTHER
	INFORMATION                                                                                               | 45
|                                                                                                                          |                                                                                                                  |   
|PART III                                                                                                                  |                                                                                                                  | 46
|ITEM 10.                                                                                                                  | DIRECTORS, EXECUTIVE
	OFFICERS AND CORPORATE GOVERNANCE                                                          | 46
|ITEM 11.                                                                                                                  | EXECUTIVE
	COMPENSATION                                                                                          | 49
|ITEM 12.                                                                                                                  | SECURITY
	OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
	STOCKHOLDERS MATTERS                | 51
|ITEM 13.                                                                                                                  | CERTAIN
	RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE                                       | 54
|ITEM 14.                                                                                                                  | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                                           | 54
|                                                                                                                          |                                                                                                                  |   
|PART IV                                                                                                                   |                                                                                                                  | 54
|ITEM 15.                                                                                                                  | EXHIBITS                                                                                                         | 54
|SIGNATURES                                                                                                                | 55                                                                                                              
|CERTIFICATIONS                                                                                                            | 56                                                                                                              
|CERTIFICATION PURSUANT TO
	18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE
		SARBANES-OXLEY ACT OF 2002 | 58                                                                                                              
|EXHIBIT LIST                                                                                                              | 60                                                                                                              

Page
    2

PART I

This Annual Report on Form 10-K contains
	forward-looking statements that involve risks and uncertainties.  All
	statements contained herein that are not statements of historical fact
	constitute "
forward-looking statements"
 within the meaning of the Private
	Securities Litigation Reform Act of 1995. Discussions containing
	forward-looking statements may be found in the material set forth under
	"
Business,"
 and "
Management's Discussion and Analysis or Plan of Operation,"

	as well as in this Annual Report generally.  We generally use words such as
	"
believes,"
 "
intends,"
 "
expects,"
 "
anticipates,"
 "
plans,"
 and similar
	expressions to identify forward-looking statements. Although we believe that
	the expectations reflected in the forward-looking statements are reasonable,
	we cannot guarantee future results, level of activity, performance or
	achievements. These forward-looking statements are subject to risks,
	uncertainties and other factors, some of which are beyond our control, which
	could cause actual results to differ materially from this forecast or
	anticipated in such forward-looking statements.

You should not place undue reliance on these
	forward-looking statements, which reflect our view only as of the date of
	this report. We undertake no obligation to update these statements or
	publicly release the result of any revisions to these statements to reflect
	events or circumstances after the date of this report or to reflect the
	occurrence of unanticipated events.

ITEM 1. BUSINESS

INTRODUCTION

Bingo.com, Ltd. (the "Company") is in the
	business of owning and marketing a bingo based web portal designed to
	provide a variety of Internet based games played by individuals plus other
	forms of entertainment, including an online community, chat rooms, and more.
	Using our bingo.com domain name and incorporating a variety of games and
	content to attract and retain a large number of subscribers, we have built
	one of the leading bingo-based portals on the Internet. Our website has
	attracted millions of visitors of which over 1,995,000 have gone through a
	detailed sign-up process and become registered users. The levels of Internet
	traffic have a direct impact on our revenues as, generally, the greater the
	Internet traffic, the greater the amount of gaming or advertising revenue
	received.

We generate revenue from players depositing
	funds into their account on our website and then playing games for money. An
	additional source of revenue comes from selling advertising on our portal to
	other companies who wish to advertise their products to our user
	demographic. We obtained a gaming license and commenced gaming operations
	from Curacao, Netherlands Antilles in May 2005. The Company was granted a
	license by the Lotteries and Gaming Authority of Malta, and commenced
	operating under this Maltese license in March 2009. This license enabled us
	to advertise in the United Kingdom. During the year ended December 31, 2010,
	we migrated to the Unibet International Limited ("
Unibet"
) Partner Program
	as a network operator of their multi-language and multi-currency bingo and
	casino systems. As a result, all Bingo.com'
s gaming operations are now
	provided to players pursuant to Unibet'
s licences in relevant jurisdictions.
	Bingo.com players participate alongside players from Unibet'
s other partner
	sites, such as Mariabingo.com and Bingo.se, so that the combined gaming
	liquidity creates one of the largest and most international online bingo
	systems in operation.

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.  We also offer all our
	players other forms of entertainment such as chat rooms and member profiles.

Page 3

We intend to build the existing 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.

References in this document to "
the Company,"

	"
we,"
 "
us,"
 and "
our"
 refer to Bingo.com, Ltd. and our subsidiaries, which
	are described below.

Our executive offices are located at Hansa
	Bank Building, Ground Floor, Landsome Road, The Valley, AI 2640, The Valley,
	Anguilla, B.W.I.  Our telephone number is (264) 461-2646.

History and Corporate Structure

The Company was originally incorporated in
	the State of Florida on January 12, 1987.

Effective January 22, 1999, the Company
	acquired the use of the second level domain name bingo.com and embarked on
	our business strategy to become a leading online provider of bingo based
	games and entertainment.

Effective April 7, 2005, the shares of
	Bingo.com, Ltd. by way of a merger between Bingo.com, Inc. and Bingo.com,
	Ltd., began trading under the new ticker symbol "
BNGOF"
..

We conduct our business through the Anguilla
	incorporated entity and through our wholly-owned subsidiaries English Bay
	Office Management Limited ("
English Bay"
), Bingo.com (UK) plc ("
Bingo UK"
),
	Coral Reef Marketing Inc. ("
Coral Reef"
) and Bingo.com N.V.

English Bay was incorporated under the laws
	of British Columbia, Canada, on February 10, 1998, as 559262 B.C. Ltd. and
	changed its name to Bingo.com (Canada) Enterprises Inc. on February 11,
	1999. It subsequently changed its name to English Bay Office Management
	Limited on September 8, 2003.

Bingo.com, N.V. was incorporated under the
	laws of Curacao, Netherlands Antilles on October 29, 2004.

On August 15, 2002, we acquired 99% of the
	share capital of Bingo.com (UK) plc. Bingo UK was incorporated under the
	laws of England and Wales on August 18, 2000, as CellStop plc. and changed
	its name to Bingo.com (UK) plc. on August 5, 2002.

On February 5, 2007, Bingo.com Services
	Limited was incorporated under the laws of England and Wales. This company
	was sold during the year ended December 31, 2010.

On September 25, 2007, we acquired 99% of the
	share capital of Bingo.com Operations Limited. Bingo.com Operations Limited
	was incorporated under the Laws of Malta. This company was sold during the
	year ended December 31, 2010.

On January 21, 2008, Coral Reef Marketing
	Inc., was incorporated under the laws of Anguilla, British West Indies.

We also maintain a number of inactive
	wholly-owned subsidiaries.  These are:

-
 

Bingo.com (Antigua), Inc., ("
Bingo.com (Antigua"
) incorporated as an
	Antigua International Business Corporation on April 7, 1999, as Star
	Communications Ltd. and changed its name to Bingo.com. (Antigua), Inc. on
	April 21, 1999;

-   

Bingo.com (Wyoming), Inc., incorporated in the State of Wyoming on
	July 14, 1999;

-
  

Bingo.com Acquisition Corp., incorporated in the State of Delaware on
	January 9, 2001.

All three of the inactive subsidiaries were
	incorporated to facilitate the implementation of business plans that we have
	since modified and refocused and, consequently, there is no activity in
	these entities.

Our common shares are currently quoted on the
	National Association of Securities Dealers' Over-The-Counter Bulletin Board
	("OTCBB") under the symbol "
BNGOF"
.. We have not been subject to any
	bankruptcy, receivership or other similar proceedings.

Page 4

Development of the Business

Our current business strategy is to manage
	and grow our business with minimal overhead, focusing on our major asset,
	the bingo.com domain name, which was acquired in 1999.

Bingo.com Domain Name

On January 18, 1999, we purchased the
	exclusive right to use the domain name bingo.com from a then unrelated
	company, Bingo, Inc., an Anguilla corporation, for (i) a $200,000 cash
	payment, (ii) 500,000 shares of our common stock (at a value of $2.00 per
	share) and (iii) an agreement to pay, on an ongoing basis, the Domain Name
	Purchase price amounting to 4% of our annual gross revenues, with a total
	minimum guaranteed Domain Name Purchase payment of $1,100,000 in the first
	three years of the 99 year period ending December 31, 2098. The value of the
	bingo.com domain name was based on factors the ability for us to create a
	brand for our website and portal based on the name, the ease of Internet
	browser search ability of the domain name and the ability of visitors to our
	website to remember and associate the name with our website and portal. We
	negotiated the terms of the domain name acquisition at arms' length, and we
	believe the consideration we paid for the domain name was reasonable.

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.

In the latter half on fiscal 2010,

the Company engaged an independent
	valuation company, Evans & Evans, Inc. to value the remaining 4% Domain Name
	Purchase payments. Evans & Evans Inc. concluded the valuation of the
	remaining 4% Domain Name Purchase payments to be between $1.4 and $1.6
	million. 
During the third quarter of fiscal 2010,

the Company purchased the remaining
	Domain Name Purchase payments for $900,000 from Bingo, Inc., with the
	issuance of 6,000,000 common shares of Bingo.com, Ltd., at a value of $0.15
	per share.

During the year ended December 31, 2010, we
	made payments up until the purchase of the remaining

Domain Name Purchase payments

	totaling $66,920 (2009 - $235,261) based on 4% of the preceding month'
s
	gross revenue as defined in the amended agreement negotiated in 2002. T. M.
	Williams, the President and Chief Executive Officer of the Company is a
	potential beneficiary of several discretionary trusts that hold
	approximately 80% of the shares of Bingo, Inc.

BUSINESS OVERVIEW

Our objective is to become the leading online
	provider of bingo based games and entertainment. We intend to leverage the
	worldwide popularity of bingo with the growth of the Internet to become the
	premier bingo portal.

We are in the business of owning and
	marketing an entertainment and service based website which provides a
	variety of games, both free and for money. Under the Unibet'
s Partner
	Program, we have focused our website around our core competency of bingo,
	slots, casino and other related soft games but have also included other
	forms of entertainment which are appreciated by our demographic. This
	enhanced content currently includes chat rooms, and communities and will be
	continually developed in partnership with Unibet to build customer loyalty.
	We are attempting to create a value-based website, complete with online
	services and an extensive database of registered players.

The entertainment and other content provided
	on the bingo.com portal does not include "
adult"
 content.

Gaming Revenue Business

During the quarter ended June 30, 2005, Bingo.com,
	N.V., a subsidiary of Bingo.com, Ltd., commenced gaming for cash whereby
	players purchase bingo cards and wager on other soft games such as video
	poker, hi-lo, and slots with the target audience being the United States and
	the games played in US dollars.

On September 30, 2006, the United States Senate
	passed the Unlawful Internet Gambling Enforcement Act 2006 ("
UIGEA"
), which
	was signed into law by President Bush, on October 13,

Page 5

2006. The legislation
	aimed to prohibit the funding of illegal online gambling to United States
	citizens and residents. Effective October 12, 2006, in response to the UIGEA
	we sold our United States player database and related assets to an unrelated
	company. The asset disposition included the registered online gaming
	players, the gaming servers, and the complete database of real money
	players. The asset disposition price was $1,200,050 payable at a variable
	rate over the subsequent period until fully paid.  As at December 31, 2010,
	$430,500 (2009 - $425,500) of the $1,200,050 had been paid.

During the quarter ended June 30, 2007, we launched
	our United Kingdom focused website, with games targeted to the United
	Kingdom audience and the games played in British pounds sterling.

During the quarter ended June 30, 2010, we
	migrated to the Unibet'
s Partner Program as a network operator of their
	multi-language and multi-currency bingo and casino systems.

Gaming revenue from the Bingo.com website accounted
	for approximately 95% of our revenue for the year ended December 31, 2010.

Advertising Revenue Business

Our entertainment portal includes a variety
	of free bingo and other soft games, provided to registered players over the
	Internet who compete against other players for the chance to win points.
	These points can be used to enter draws for prizes. Our primary objective is
	to provide these players a variety of bingo based games and entertainment as
	well as online video poker and slot machines. We intend to continue to
	provide points-based, play-for-free games emphasizing entertainment.

We have in the past used the appeal of the
	bingo.com domain name to sell advertising on the free section of the
	website, which was our primary revenue source. During the quarter ended June
	30, 2005, we commenced offering traditional bingo and other pay-for-play
	games to our players, which replaced advertising as our main source of
	revenue. Advertising revenue from the bingo.com website accounted for
	approximately 5% of our revenue for the year ended December 31, 2010.
	Although many of our games are free to play, players are required to
	register to receive points and to win prizes and to access certain features
	on the site. All registration information is stored in online databases. We
	intend to continue to build awareness of, and drive traffic to, bingo.com
	through a marketing program consisting of various elements such as strategic
	alliances and online and off-line advertising, in order to strengthen our
	search engine rankings and rebuild our advertising revenue stream.

The Niche

We continue to work towards positioning
	ourselves as the leading bingo focused entertainment portal on the
	Internet.  We believe the size of the worldwide bingo community, the domain
	name bingo.com, and the attractive nature of our product offering provides
	us an opportunity to build a large loyal base of daily visitors from around
	the world.

We believe our website, http://www.bingo.com
	has broad appeal in the Internet marketplace.  We also believe that bingo is
	well suited for online entertainment content, and that online games are a
	compelling entertainment medium for a mass user audience.  We believe that
	players will value an opportunity to win prizes and cash while being allowed
	to access bingo focused content according to their own schedule, their own
	currency and from their own location.

BUSINESS STRATEGY

Our objective is to become the premier online
	destination for web-based bingo entertainment and a leading entertainment
	destination on the Internet. We are pursuing this objective through the
	following strategies:

Revenue streams

In 2010, we generated 95% of our revenue from
	gaming revenue and 5% of our revenue from advertising revenue. We earned
	these revenues from our portal through a variety of ways, such as the
	following:

Page 6

-  Marketing our website to drive players to our website which under the Unibet'
s Partner Program offers bingo and other similar games, such as slots
	and casino, for money to our players.

-
  Banner and button advertisements on our website;

-
  Sponsorships of email newsletters or parts of our site;

-
  Exchanging links with other websites.

Throughout 2010, we were focused primarily on
	increasing our gaming revenue at the expense of our advertising revenue.
	During the year ended December 31, 2005, we suspended the majority of the
	sale of advertising and focused entirely on the gaming revenue component of
	the business.  With the passing of the United States Unlawful Internet
	Gambling Act in October of 2006, we again began to serve advertising on our
	website.

Advertising revenue calculations are based on
	click-throughs, percentage of sales transactions, or other methods depending
	on the details of the agreements. The majority of the advertising revenue
	earned in 2010 was calculated on a Cost Per Acquisition ("
CPA") basis.

Expand registered user database

We have demonstrated the ability to attract
	and keep a large subscriber base. It is our intention to continue the growth
	of our database through strategic partnerships with affinity groups and
	penetration of traditional bingo venues by use of targeted promotions with
	suppliers of goods and services to such venues.

Entertainment and game sites have become
	increasingly popular and are showing strong growth rates.

Leverage licensed users and alliances

We are confident that the variety of games
	and entertainment available on our website will encourage many visitors to
	come, stay, deposit funds, play and revisit often. In the process of
	providing a one-stop entertainment arena for bingo lovers, we, in
	partnership with Unibet, are creating a value based website which is backed
	by an extensive database of registered players and their playing
	preferences. We believe the value of this demographic data will assist us in
	generating revenue from our portal.

Extend and enhance the value of the brand name

We believe that establishing a readily
	recognizable world-wide brand name is critical to attracting a larger player
	base and generating additional revenue. We believe that our bingo.com
	website has inherent value as a brand name and we intend to aggressively
	expand our player base by promoting that name. In targeted markets, we
	intend to pursue online and offline marketing strategies, promotional
	opportunities, and strategic alliances with arms length Affiliate websites
	to make the Bingo.com website the leading entertainment destination for
	bingo on the Internet.  To date, we have entered into several Affiliate
	deals, whereby they drive traffic to our website via links from their
	websites.  In addition, commencing January 2011, we have launched a TV and
	online marketing campaign to assist in driving traffic to the website. Also,
	amongst the initiatives being considered and depending upon whether the
	regulatory framework in a particular jurisdiction permits its residents to
	play bingo for money, we would like to enter into strategic alliances with
	members of the non-profit sector to drive traffic from their websites to our
	website in exchange for a share of the profits generated by those players.

Marketing Strategy

Our goal is for the Bingo.com website to
	continue to be the most recognized and most visited bingo entertainment
	destination on the Internet. We intend to continue building an Internet
	community consisting of a dedicated and loyal user base that we believe will
	support our ability to generate both advertising and gaming revenues.

Advertising focused on promoting the
	Bingo.com website in targeted international markets through affiliate
	programs, strategic partnerships, co-branding and other promotional
	activities with a variety of companies is underway and we are working on
	expanding these relationships. This strategy is intended to further develop
	the growing database of registered players.

Page 7

We also use our database of registered users
	to send targeted emails and other advertisements in order to encourage our
	subscribers to play. We offer special promotions and other offerings that
	bring additional users to our site such as the use of our email list to
	promote special events.

OPERATIONS

Employees

As of December 31, 2010, we had six full-time
	employees, not including temporary personnel, consultants, and independent
	contractors. We retain consultants to provide special expertise in
	developing strategy, marketing, software and technologies and outsource our
	development resources. None of our employees is represented by a labor
	union, and we believe that our relationship with our employees is good.

We are substantially dependent upon the
	continued services and performance of T. M. Williams, our President, Chief
	Executive Officer and Chairman of our Board. The loss of the services of
	this key individual would have a material adverse effect on our business,
	financial condition and results of operations. We do not carry any key man
	life insurance on Mr. Williams.

Seasonality

We do not believe that seasonality has an
	effect on our traffic volumes or our revenue realization.

Competition

We face competition primarily from other
	large bingo focused websites, e.g. Gala Bingo, Mecca Bingo, Jackpot joy, Sun
	Bingo and Foxy Bingo. We will continue to compete with these large sites as
	well as many other smaller offerings, and there can be no assurances that we
	will be successful in attracting users from these sites or generating new
	users from the overall bingo community that are not yet focused on playing
	bingo online.

Need for Government Approval of Principal Products or
	Services and Effect of Existing or Probable Governmental Regulations on
	our Business

On September 30, 2006, the United States
	Congress passed the Unlawful Internet Gambling Enforcement Act 2006
	("
UIGEA"
), which was signed into law by President Bush, on October 13, 2006.
	The legislation aimed to prohibit the funding of illegal online gambling to
	United States citizens and residents. This law had a major effect on our
	business and industry. Effective October 12, 2006, in response to the UIGEA,
	we sold our United States player database and related assets to an unrelated
	company.

As the Bingo.com website and cash-games are
	operated and supported by Unibet as part of Unibet'
s Partner Program, we are
	dependent upon Unibet obtaining, and keeping in good standing, the required
	licensing to offer Internet gambling to residents of targeted jurisdictions.
	Bingo.com is not required to hold any Internet gambling licences itself as
	our activities with respect to Internet gambling are restricted to promoting
	and marketing our website. We are presently focused on obtaining players
	from jurisdictions where Internet gambling is regulated and considered
	legal. We are, therefore, indirectly subject to the Gambling Laws of these
	jurisdictions in that our activities may be affected if legal circumstances
	change and Unibet is, as a result, forced to restrict its activities
	appropriately.  As a result, a broad spectrum of our business may be
	affected, including how and what we market. As we look to expand into other
	markets, it is likely we will be subject to further local laws and
	regulations which may require other changes to the way we market our games
	and website.

Due to the increasing popularity and use of
	the Internet, it is possible that laws and regulations may be adopted,
	covering issues such as user privacy, defamation, pricing, taxation, content
	regulation, quality of products and services, and intellectual property
	ownership and infringement.  Such legislation could expose us to substantial
	liability as well as dampen the growth in use of the Internet, decrease the
	acceptance of the Internet as a communications and commercial medium, or
	require us to incur significant expenses in complying with any new
	regulations.

The applicability to the Internet of existing
	laws governing issues such as gambling, property ownership, copyright,
	defamation, obscenity and personal privacy is uncertain.  We may be subject
	to

Page 8

claims that our services violate such laws.  New legislation or
	regulation in areas of the World where we market or the application of
	existing laws and regulations to the Internet could damage our business.  In
	addition, because legislation and other regulations relating to online games
	vary by jurisdiction, from state to state and from country to country, it is
	difficult for us to ensure that our players are accessing our portal from a
	jurisdiction where it is legal to play our games.  We therefore, cannot
	ensure that we will not be subject to enforcement actions as a result of
	this uncertainty and difficulty in controlling access.

In addition, our business may be indirectly
	affected by our suppliers or customers who may be subject to such
	legislation.  Increased regulation of the Internet may decrease the growth
	in the use of the Internet or hamper the development of Internet commerce
	and online entertainment, which could decrease the demand for our services,
	increase our cost of doing business or otherwise have a material adverse
	effect on our business, results of operations and financial condition.

Costs and Effects of Compliance with Environmental Laws

Our company is in the business of marketing
	an entertainment and service based website designed to provide a variety of
	free bingo games and other forms of entertainment focused on the game of
	bingo.  To the best of our knowledge, no federal, state or local
	environmental laws are applicable to our business.

BRITISH COLUMBIA SECURITIES COMMISSION

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

FINANCIAL INFORMATION ABOUT GEOGRAPHIC AREAS

Since 2006, we have earned the majority of
	our revenue from cash games from players located in Europe. Prior to
	migration to the Unibet'
s Partner Program, the equipment of the Company to
	operate the website and the operations of the Company was located in
	Anguilla, Curacao, Netherlands Antilles, Malta, United Kingdom and Canada.
	Since the migration to the Unibet'
s Partner Program the website is hosted by
	Unibet and the remaining equipment to operate the Company and market the
	website are located in Anguilla, United Kingdom and Canada

AVAILABLE INFORMATION

The Company makes available through the
	Corporate Bingo.com section of its internet website at
	http://corporate.bingo.com/ its annual report on Form 10-K, quarterly
	reports on Form 10-Q, current reports on Form 8-K, Press Releases and
	amendments to those reports filed or furnished pursuant to Section 13(a) or
	15(d) of the Exchange Act, as soon as reasonably practicable after
	electronically filing such material with the Securities and Exchange
	Commission.

You may read and copy any reports, statements
	or other information that we file with the Securities and Exchange
	Commission at the Securities and Exchange Commission'
s Public Reference Room
	at 100 F Street, N.E., Washington D.C. 20549. You can request copies of
	these documents, upon payment of a duplicating fee, by writing to the
	Securities and Exchange Commission. Please call the Securities and Exchange
	Commission at 1-800-SEC-0330 for further information on the operation of the
	Public Reference Room.

We file our reports with the Securities and
	Exchange Commission electronically through the Securities and Exchange
	Commission's Electronic Data Gathering, Analysis and Retrieval ("
EDGAR"
)
	system. The Securities and Exchange Commission maintains an Internet site
	that

Page 9

contains reports, proxy and information statements, and other
	information regarding companies that file electronically with the Securities
	and Exchange Commission through EDGAR. The address of this Internet site is
	http://www.sec.gov.

In addition, we file our reports on SEDAR, in
	accordance with rule 51-509 Issuers Quoted in the U.S. Over-the-Counter
	Markets as required by the British Columbia Securities Commission.

ITEM 2. PROPERTIES.

Our executive office is located in The
	Valley, Anguilla, British West Indies. We commenced the lease agreement on
	April 1, 2010, for a period of one year. The monthly rental is $250.

Our primary administrative facility is
	located in leased space in Vancouver, British Columbia.  This facility
	comprises approximately 1,840 square feet.  We entered into this lease on
	September 30, 2010, for a term of thirty-six months and ending September 30,
	2013. The monthly rental is approximately $5,562.

During the year ended December 31, 2007, we
	opened a sales and marketing office in London, United Kingdom, where we rent
	space on a monthly basis for 2,500 Pounds Sterling per month from a current director of the
	Company.

We believe that these facilities will be
	adequate to meet our requirements for the near future and that suitable
	additional space will be available if needed. Other than described above,
	neither we, nor any of our subsidiaries presently own or lease any other
	property or real estate.

ITEM 3. LEGAL PROCEEDINGS.

We are not currently a party to any legal
	proceedings and were not a party to any other legal proceeding, during the
	fiscal year ended December 31, 2010. We are currently not aware of any legal
	proceedings proposed to be initiated against us. However, from time-to-time,
	we may become subject to claims and litigation generally associated with any
	business venture.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

We held our Annual Meeting of Stockholders in
	Vancouver on June 17, 2010, all matters were unanimously approved. There
	were no submissions of matters to a vote of security holders during the
	third and fourth quarter of 2010.

Page 10

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY,
	RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Our common stock is currently quoted on the
	National Association of Securities Dealers OTC Bulletin Board (the "OTCBB")
	under the symbol "
BNGOF"
..

On March 19, 1997, our common stock was
	approved for trading on the OTCBB under the symbol "
PGLB"
..  In January 1999,
	when we changed our name to Bingo.com, Inc., our OTCBB symbol was changed to
	"
BIGG"
..  On July 26, 1999, we changed our trading symbol from "
BIGG"
 to
	"
BIGR"
.. On April 7, 2005, Bingo.com, Inc. completed a merger with its
	wholly- owned subsidiary Bingo.com, Ltd. The principal reason for Bingo.com,
	Inc.'
s merger with its subsidiary Bingo.com, Ltd. was to facilitate
	Bingo.com, Inc.'
s reincorporation under the International Business Companies
	Act of Anguilla, B.W.I. Effective April 7, 2005, the shares of Bingo.com,
	Ltd. began trading under the new ticker symbol "
BNGOF"
.. The bid quotations
	set forth below, reflect inter-dealer prices, without retail mark-up,
	mark-down or commission and may not reflect actual transactions.

|Quarter Ended      | High (1) | Low (1)
|------------------ | -------- | -------
|December 31, 2010  | $0.10    | $0.05  
|September 30, 2010 | $0.13    | $0.05  
|June 30, 2010      | $0.25    | $0.12  
|March 31, 2010     | $0.19    | $0.13  
|December 31, 2009  | $0.22    | $0.12  
|September 30, 2009 | $0.20    | $0.15  
|June 30, 2009      | $0.18    | $0.06  
|March 31, 2009     | $0.14    | $0.04  

1.             Prices as per Yahoo! TM
	Finance

On March 22, 2011, the last reported sale
	price of our common stock, as reported by the OTCBB, was $0.07
 per share.

As of March 22, 2011, we believe there are
	approximately 1,714 shareholders (including nominees and brokers holding
	street accounts) of our shares of common stock.

Other than described above, our shares of
	common stock are not and have not been listed or quoted on any other
	exchange or quotation system.

Dividend Policy

We have not declared or paid any cash
	dividends on our common stock since our inception, and our Board of
	Directors currently intends to retain all earnings for use in the business
	for the foreseeable future. Any future payment of dividends will depend upon
	our results of operations, financial condition, cash requirements and other
	factors deemed relevant by our Board of Directors.

Recent Sales of Unregistered Securities

On December 10, 2009, we closed an offer of
	1,360,000 common shares at $0.15 per share to four subscribers. These shares
	were issued after the year ended December 31, 2009. These shares were issued
	under Regulation S. None of the subscribers who received shares under
	Regulation S are U.S. Persons as defined in Rule 902(k) of Regulation S, and
	no sales efforts were conducted in the U.S., in accordance with Rule
	903(c).  The subscribers to the offering under Regulation S acknowledged
	that the securities purchased must come to rest outside the U.S., and the
	certificates will contain a legend restricting the sale of such securities
	until the Regulation S holding period is satisfied.

Page
    11

On May 5, 2010, we closed an offer of
	15,000,000 common shares at $0.15 per share to Unibet Group Plc. These
	shares were issued under Regulation S. Unibet Group Plc. is not a U.S.
	Person as defined in Rule 902(k) of Regulation S, and no sales efforts were
	conducted in the U.S., in accordance with Rule 903 (c) and they acknowledged
	that the securities purchased must come to rest outside the U.S., and the
	certificates will contain a legend restricting the sale of such securities
	until the Regulation S holding period is satisfied.

On August 31, 2010, we purchased the
	remaining Domain Name Purchase payments for 6,000,000 common shares at $0.15
	per share from Bingo, Inc. These shares were issued under Regulation S.
	Bingo, Inc. is not a U.S. Person as defined in Rule 902(k) of Regulation S,
	and no sales efforts were conducted in the U.S., in accordance with Rule 903
	(c) and they acknowledged that the securities purchased must come to rest
	outside the U.S., and the certificates will contain a legend restricting the
	sale of such securities until the Regulation S holding period is satisfied.

Securities authorized for issuance under
	equity compensation plans.

We have reserved a total of 1,895,000 common
	shares for issuance under our 1999 stock option plan.  Pursuant to this plan
	we have nil stock purchase options (2009 - nil) outstanding at December 31,
	2010. During the year ended December 31, 2010, there were nil options
	exercised and nil options expired, issued under the 1999 plan.

We have reserved a total of 5,424,726 common
	shares for issuance pursuant to grants under the 2001 stock option plan. 
	Pursuant to this plan we have 1,290,000 stock purchase options (2009 -
	1,835,000) outstanding as at December 31, 2010. These options are fully
	vested at December 31, 2010. During the year ended December 31, 2010, nil
	options issued under the 2001 plan were exercised and 545,000 options issued
	under the 2001 plan expired unexercised.

We have reserved a total of 2,000,000 common
	shares for issuance under our 2005 stock option plan.  Pursuant to this plan
	we have 1,299,692 stock purchase options (2009 - 1,883,442) outstanding at
	December 31, 2010. These options are fully vested at December 31, 2010.
	During the year ended December 31, 2010, there were no stock options, issued
	under the 2005 plan, exercised, however 1,203,750 stock options issued under
	the 2005 plan expired unexercised.

The 1999 and 2001 plans were approved in 2001
	by our shareholders and the 2005 plan was approved by our shareholders in
	2005.

Equity Compensation Plan Information

|Plan category                                                 | Number of securities to be
			issued upon exercise of outstanding options and rights | Weighted average exercise
			price of outstanding options and rights | Number of securities remaining available for future issuance
|------------------------------------------------------------- | ------------------------------------------------------------------------------------ | -------------------------------------------------------------------- | ------------------------------------------------------------
|                                                              | (a)                                                                                  | (b)                                                                  | (c)                                                         
|Equity compensation plans
			approved by security holders     | 2,589,692                                                                            | $0.29                                                                | 9,319,726                                                   
|Equity compensation plans
			not approved by security holders | 0                                                                                    | 0                                                                    | 0                                                           
|Total                                                         | 2,589,692                                                                            | $0.29                                                                | 9,319,726                                                   

Page
    12

ITEM 6

..
	SELECTED FINANCIAL DATA.

Consolidated Statement of Operations Data:

|                                                                     |   |             |   | Year Ended December 31, |  
|-------------------------------------------------------------------- | - | ----------- | - | ----------------------- | -
|                                                                     |   | 2010        |   | 2009                    |  
|                                                                     |   |             |   |                         |  
|Revenue                                                              |   |             |   |                         |  
|Advertising revenue                                                  | $ | 98,547      | $ | 195,833                 | $
|Gaming revenue                                                       |   | 1,718,257   |   | 5,629,529               |  
|Total revenue                                                        |   | 1,816,804   |   | 5,825,362               |  
|                                                                     |   |             |   |                         |  
|Cost of producing revenue                                            |   | (1,152,020) |   | (3,836,527)             |  
|Operating expenses excluding
			interest and other income (expenses) |   | (1,502,422) |   | (3,163,472)             |  
|Interest and other income                                            |   | 3,957       |   | 1,740                   |  
|Income tax expense                                                   |   | (45,291)    |   | (15,154)                |  
|Net loss                                                             |   | (878,972)   | $ | (1,188,051)             | $
|                                                                     |   |             |   |                         |  
|Basic and diluted net loss per share                                 | $ | (0.02)      | $ | (0.03)                  | $
|Weighted average common shares
			Outstanding                        |   | 54,716,388  |   | 40,494,148              |  
|                                                                     |   |             |   |                         |  



|                                 |   |           |   | Year Ended December 31, |   |           |  
|-------------------------------- | - | --------- | - | ----------------------- | - | --------- | -
|                                 |   | 2010      |   | 2009                    |   | 2008      |  
|Consolidated Balance Sheet Data: |   |           |   |                         |   |           |  
|Cash                             | $ | 1,396,384 | $ | 557,251                 | $ | 412,002   | $
|Total assets                     |   | 4,064,884 |   | 2,269,478               |   | 2,157,834 |  
|Total liabilities                |   | 137,437   |   | 693,345                 |   | 454,396   |  
|Long term obligations            |   | -         |   | -                       |   | -         |  
|Total stockholders'
 equity      |   | 3,927,447 |   | 1,576,133               |   | 1,703,438 |  
|Working capital (deficit)        |   | 1,723,394 |   | (19,801)                |   | 124,495   |  

ITEM 7. MANAGEMENT'
S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
	AND RESULTS OF OPERATIONS.

The information contained in this
	Management's Discussion and Analysis or Plan of Operation contains "forward
	looking statements." Actual results may materially differ from those
	projected in the forward looking statements as a result of certain risks and
	uncertainties set forth in this report. Although management believes that
	the assumptions made and expectations reflected in the forward looking
	statements are reasonable, there is no assurance that the underlying
	assumptions will, in fact, prove to be correct or that actual future results
	will not be materially different from the expectations expressed in this
	Annual Report. The following discussion should be read in conjunction with
	the audited Consolidated Financial Statements and related Notes thereto
	included in Item 7 and with the Special Note regarding forward-looking
	statements included in Part I.

#### OVERVIEW

From 1999 to 2010, we have been focused on
	providing online bingo games over the Internet to players around the world.
	We began to experience revenue growth from the advertising contained in
	these games in fiscal 2000. In early 2005 we expanded our entertainment
	offering to include bingo games for money as well as soft games such as
	video poker, slots and hi-lo.  In 2010, Bingo.com joined the Unibet'
s
	Partner Program, and is now focused on marketing its offering to players
	around the world.

Ninety-five percent of our revenue in 2010
	was derived from gaming revenues and five percent from the sale of Internet
	advertising. We expect that in the future, gaming revenue, focused on bingo,
	will continue to contribute the majority of our total revenue.

Page 13

We have made a significant investment in the
	development of our website, purchase of domain name, branding, marketing,
	and maintaining operations.  As a result we have incurred significant losses
	since inception, and as of December 31, 2010, had an accumulated deficit of
	$14,330,573.

Moving forward, we will continue to control
	operating costs and expansion costs with the objective to operate profitably
	and efficiently.

The consolidated statement of operations
	data for the years ended December 31, 2010, and 2009, and the consolidated
	balance sheet data as of December 31, 2010, and 2009, are derived from our
	audited consolidated financial statements included in Item 7 of this report,
	which have been audited by Davidson and Company LLP, independent auditors.
	The consolidated statement of operations data for the years ended December
	31, 2008, 2007, and 2006, and the consolidated balance sheet data as of
	December 31, 2008, 2007, and 2006, are derived from audited consolidated
	financial statements not included in this report. The historical results are
	not necessarily indicative of results to be expected in any future period.

CRITICAL ACCOUNTING
	POLICIES

The following discussion of critical
	accounting policies is intended to supplement the Summary of Significant
	Accounting Policies presented as Note 2 to our audited consolidated
	financial statements presented elsewhere in this report.  Note 2 summarize
	the accounting policies and methods used in the preparation of our
	consolidated financial statements. The policies discussed below were
	selected because they require the more significant judgments and estimates
	in the preparation and presentation of our financial statements. 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, as well as
	other events and assumptions that are believed to be reasonable at the time.
	Actual results could differ from these estimates under different conditions.

Revenue
	Recognition

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

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

Impairment
	of Long-lived Assets

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 14

SOURCES OF REVENUE AND REVENUE RECOGNITION

We generate our revenue from the
	following:

-    Marketing our website to drive players to our website which under


the Unibet'
s Partner Program provides


	Internet games for money. We recognize revenue on this basis based on the
	total dollars wagered, including bonus wagered, less commissions on all
	games less all winnings payable to players.

-    The sale of advertising on our website. We recognize revenue on this
	basis based on the amount paid to us upon the delivery and fulfillment of
	advertising in the form email and newsletters, provided that the collection
	of the resulting receivable is probable.

SUPPLEMENTARY FINANCIAL INFORMATION

Quarterly
	Results of Operations

The following tables present our unaudited
	consolidated quarterly results of operations for each of our last eight
	quarters.  This data has been derived from unaudited consolidated financial
	statements that have been prepared on the same basis as the annual audited
	consolidated financial statements and, in our opinion, include all normal
	recurring adjustments necessary for the fair presentation of such
	information. These unaudited quarterly results should be read in conjunction
	with our audited consolidated financial statements, included in Item 7 of
	this report.

|                                                     |   |                   |  | Three Months Ended | 
|---------------------------------------------------- | - | ----------------- |  | ------------------ | 
|                                                     |   | December 31, 2010 |  | September 30 2010  | 
|                                                     |   | (Unaudited)       |  | (Unaudited)        | 
|Revenue                                              |   |                   |  |                    | 
|Advertising revenue                                  | $ | 17,756            |  | 14,764             | 
|Gaming revenue                                       |   | 93,128            |  | 82,745             | 
|Total Revenue                                        |   | 110,884           |  | 97,509             | 
|                                                     |   |                   |  |                    | 
|Cost of producing revenue                            |   | -                 |  | -                  | 
|Operating expenses and other
			(income) / expenses  |   | 364,828           |  | 343,016            | 
|(Loss) income before income taxes                    |   | (253,944)         |  | (245,507)          | 
|Income tax expense                                   |   | (6,738)           |  | -                  | 
|Net loss                                             | $ | (260,682)         |  | (245,507)          | 
|Basic and diluted net loss per share                 | $ | (0.00)            |  | (0.00)             | 
|Weighted average common shares,
			basic and diluted |   | 63,877,703        |  | 58,861,310         | 



|                                                     |   |                   |  | Three Months Ended | 
|---------------------------------------------------- | - | ----------------- |  | ------------------ | 
|                                                     |   | December 31, 2009 |  | September 30 2009  | 
|                                                     |   | (Unaudited)       |  | (Unaudited)        | 
|Revenue                                              |   |                   |  |                    | 
|Advertising revenue                                  | $ | 51,206            |  | 52,762             | 
|Gaming revenue                                       |   | 1,501,114         |  | 1,383,534          | 
|Total Revenue                                        |   | 1,552,320         |  | 1,436,296          | 
|                                                     |   |                   |  |                    | 
|Cost of producing revenue                            |   | 1,051,699         |  | 962,525            | 
|Operating expenses and other
			(income) / expenses  |   | 774,676           |  | 864,202            | 
|Loss before income taxes                             |   | (274,055)         |  | (390,431)          | 
|Income tax expense                                   |   | (12,888)          |  | (1)                | 
|Net loss                                             | $ | (286,943)         |  | (390,432)          | 
|Basic and diluted net loss per share                 | $ | (0.01)            |  | (0.01)             | 
|Weighted average common shares,
			basic and diluted |   | 41,517,703        |  | 41,449,225         | 

Page 15

Our financial statements and related
	schedules are described under "
Item 8. Financial Statements"
..

RESULTS OF OPERATIONS

Years Ended December

31, 2010 and 2009

Revenue

Total revenue decreased to $1,816,804 for
	the year ended December 31, 2010, a decrease of 69% over revenue of
	$5,825,362 for the same period in the prior year. Gaming revenue decreased
	to $1,718,257 for the year ended December 31, 2010, a decrease of 69% over
	gaming revenue of $5,629,529 for the same period in the prior year. This
	decrease compared to the prior year is due to the migration during the
	second quarter of fiscal 2010 of our players to the Unibet'
s Partner Program
	and a second change in platform within six months. Advertising Revenue
	decreased to $98,547 for the year ended December 31, 2010, a decrease of 50%
	over revenue of $195,833 for the same period in the prior year. During the
	first quarter of fiscal 2010 the Company suspended sales of new advertising.

Cost of
	producing revenue

We recorded cost of producing revenue of
	$1,152,020 during the year ended December 31, 2010, a decrease of 70%
	compared to costs of $3,836,527 for the same period in the prior year.

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

Sales and
	marketing expenses

Sales and marketing expenses decreased to
	$459,817 for the year ended December 31, 2010, a decrease of 72% over sales
	and marketing expenses of $1,617,542 in the prior year. Sales and marketing
	expenses principally include costs for signup bonuses, marketing, affiliate
	promotions, prizes for our players and other bonuses and incentives offered
	to gaming players. The decrease in sales and marketing expenses for the year
	ended December 31, 2010, compared to fiscal 2009 is due to the migration of
	our players to the Unibet'
s Partner Program where significantly lower
	marketing bonuses are granted to players.

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

General and
	administrative expenses

General and administrative expenses consist
	primarily of premises costs for our office, legal and professional fees, and
	other general corporate and office expenses. General and administrative
	expenses decreased to $357,869 for the year ended December 31, 2010, a 31%
	decrease over costs of $518,959 for the previous year. General and
	administrative expenses have decreased in comparison to the prior year due
	to the migration to the Unibet'
s Partner Program whereby we have reduced
	many of our costs, especially the development of the bingo.com website.

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.

Page 16

Salaries, wages, consultants and benefits

Salaries, wages, consultants and benefits
	decreased to $891,396 during the year ended December 31, 2010, a decrease of
	13% over costs of $1,027,929 for the previous year. The majority of the
	Company'
s salaries, wages, consultants and benefits are incurred in Canadian
	Dollars. Due to the migration to the Unibet'
s Partner Program, we no longer
	required certain staff so we have reduced staff and paid out severance
	packages in the first and second quarters of fiscal 2010.

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 decreased to $35,245 during the year ended
	December 31, 2010, a decrease of 52% over depreciation of $73,122 during the
	prior year. This decrease in depreciation and amortization is due to the
	sale of the subsidiary, Bingo.com Operations Limited during the quarter
	ended June 30, 2010 and the disposal of obsolete equipment during the second
	and third quarters of fiscal 2010. We incurred a loss on disposal of
	equipment of $32,833 during the year ended December 31, 2010, compared to a
	loss on disposal of equipment of $1,240 in the prior year.

Stock
	based Compensation

During the year ended December 31, 2006, the
	Company adopted ASC 718, Compensation-Stock Compensation, which requires us
	to expense stock options granted. Stock based compensation increased to
	$68,967 during the year ended December 31, 2010, an increase of 8% over
	stock based compensation of $63,677 during the prior year. This increase in
	stock based compensation during the year ended December 31, 2010, is due to
	the issuance of new stock options to staff and the amendment to all
	outstanding unvested options, to amend them to vest immediately during the
	third quarter of fiscal 2010.

Profit on sale of US
	Gaming players

Effective October 12, 2006, the Company, in
	response to the United States Unlawful Internet Gambling Enforcement Act,
	sold its United States players and related assets for $1,200,050, to an arms
	length third party payable by the purchaser at a variable rate over the
	subsequent months until fully paid. We recognize the profit from the sale of
	these assets as and when payment is received. During the year ended December
	31, 2010, we collected $5,000 (2009 - $62,500) of the $1,200,050 due. During
	the year ended December 31, 2010, we were advised that the purchaser had
	ceased operations and is in the process of winding up the company. We expect
	that the "
best case"
 for collection of the outstanding amount of $769,550
	due under the purchase will be no more than approximately $110,000. Given
	the circumstances of the winding up and the usual insolvency issues, there
	is no guarantee that even this sum will be collectible.

Other income and expenses

During the year ended December 31, 2010, we
	made gains of $nil (2009 - $45,069) from the settlement of debts with
	creditors.

During the year ended December 31, 2010, we
	made foreign exchange profits of $14,058 compared to foreign exchange
	profits of $37,428 in the prior year. These profits are due to the exchange
	rate movements of the US Dollar compared to the Pound Sterling and the
	Canadian Dollar.

During the year ended December 31, 2010, we
	received interest income of $3,957, an increase compared to interest income
	of $1,740 in the prior year. The interest income is received from bank term
	deposits from investing our cash. The increase in interest income is due to
	the investment of the funds received from Unibet Group Plc. from the private
	placement.

Income taxes

The Company incurred income tax expense of
	$45,291 during the year ended December 31, 2010, in relation to profits
	earned in its subsidiaries in different jurisdictions compared to income tax
	expense of $15,154 in the prior year. During the year ended December 31,
	2005, the Bingo.com, Inc. merged with its subsidiary Bingo.com, Ltd. in
	Anguilla, British West Indies. Anguilla is a zero tax

Page 17

jurisdiction and
	therefore accordingly, we have not booked an income tax benefit at December
	31, 2010 and 2009.

Net loss and
	loss per share

We ended the year ended December 31, 2010,
	with a net loss of ($878,972), a basic and diluted loss per share of
	($0.02), compared to prior year'
s net loss and loss per share of
	($1,188,051), and ($0.03), respectively. The decrease in net loss for the
	year ended December 31, 2010, compared to the prior year, is due to the
	reduction in expenses as a result of migrating to the Unibet'
s Partner
	platform and the reversal of the progressive jackpot provision and the
	profit from the sale of the subsidiaries Bingo.com Services Limited and
	Bingo.com Operations Limited in year ended December 31, 2010.

LIQUIDITY
	AND CAPITAL RESOURCES

We had cash of $1,396,384 and positive
	working capital of $1,723,394 at December 31, 2010. This compares to cash of
	$557,251 and negative working capital of ($19,801) at December 31, 2009.
	During the year ended December 30, 2010, Bingo.com, Ltd. completed a private
	placement offering with Unibet Group Plc. of 15,000,000 shares at $0.15 per
	share.  Total proceeds of the offering were $2,250,000. In addition, during
	the year ended December 30, 2010, Bingo.com, Ltd.

purchased the remaining Domain Name
	payments for $900,000, with the issuance of 6,000,000 common shares of
	Bingo.com, Ltd., at a value of $0.15 per share.

During the year ended December 31, 2010, we
	used cash of $1,652,795 in operating activities compared to using cash of
	$837,865 in the prior year.

Net cash generated by financing activities
	was $2,250,000 in the year ended December 31, 2010, which compares to cash
	generated by financing activity of $985,750 in 2009. This increase in cash
	generated by financing activity is due to the cash raised from the private
	placement with Unibet Group Plc. during the year ended December 31, 2010.

Cash of $241,928 was provided by investing
	activities in 2010, compared to cash used of ($2,636) in the prior year.
	This increase in cash provided by investing activities is the sale of the
	two subsidiaries during the year ended December 31, 2010.

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

Off Balance
	Sheet Arrangements

We did not have any Off Balance sheet
	arrangements for the year ended December 31, 2010 and 2009.

AUDIT COMMITTEE

Our audit committee consists of three
	directors and reports to the Board of Directors. The audit committee meets
	regularly throughout the year and met with the independent auditors on March
	17, 2011, and approved the financials statements for the year ended December
	31, 2010.

ITEM 8. FINANCIAL
	STATEMENTS AND SUPPLEMENTARY DATA.

Page 18

BINGO.COM, LTD.


and subsidiaries

Consolidated
	Financial Statements

Years ended
	December 31, 2010 and 2009





|Report of Independent Registered Public Accounting Firm for the year
		ended December 31, 2010 and 2009 | 20
|------------------------------------------------------------------------------------------------------- | --
|Consolidated
  Financial Statements                                                                     |   
|Balance
        Sheets                                                                                  | 21
|Statements
        of Operations                                                                        | 22
|Statements
        of Stockholders' Equity                                                              | 23
|Statements
        of Cash Flows                                                                        | 24
|Notes
        to Consolidated Financial Statements                                                      | 25



Page 19



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To
	the Shareholders and the Board of Directors of

Bingo.com, Ltd. and subsidiaries

We
	have audited the accompanying consolidated balance sheets of Bingo.com, Ltd.
	and subsidiaries as of December 31, 2010 and 2009 and the related
	consolidated statements of operations, stockholders' equity, and cash flows
	for the years ended December 31, 2010 and 2009. The Company'
s management is
	responsible for these financial statements. Our responsibility is to express
	an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit
	includes examining, on a test basis, evidence supporting the amounts and
	disclosures in the financial statements, assessing the accounting principles
	used and significant estimates made by management, as well as evaluating the
	overall financial statement presentation. We believe that our audits provide
	a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of the Company as of
December 31, 2010 and 2009, and the results of its operations and its cash flows
for years then ended in conformity with accounting principles
	generally accepted in the United States of America.

The accompanying consolidated financial
	statements have been prepared assuming that the Company will continue as a
	going concern.  As discussed in Note 1 to the consolidated financial
	statements, the Company generated negative cash flows from operating
	activities during the past year. The Company has an accumulated deficit of
	approximately $14,330,573 for the year ended December 31, 2010. This raises
	substantial doubt about the Company's ability to continue as a going
	concern.  The financial statements do not include any adjustments that might
	result from the outcome of this uncertainty.



"
DAVIDSON & COMPANY
	LLP"



|Vancouver, Canada | Chartered Accountants
|----------------- | ---------------------
|                  |                      
|March 16, 2011    |                      











NEXIA

INTERNATIONAL

1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver,
	B.C., Canada, V7Y 1G6

Telephone (604) 687-0947 Fax (604) 687-6172



Page 20

BINGO.COM, LTD. and subsidiaries

Consolidated
	Balance Sheets

|As at December 31,                                                                                                                          |  |   | 2010         |  |   | 2009        
|------------------------------------------------------------------------------------------------------------------------------------------- |  | - | ------------ |  | - | ------------
|Assets                                                                                                                                      |  |   |              |  |   |             
|Current assets:                                                                                                                             |  |   |              |  |   |             
|Cash                                                                                                                                        |  | $ | 1,396,384    |  | $ | 557,251     
|Accounts receivable, less allowance for
			doubtful accounts
			$150,000 (2009 - $774,550) (Note 4 & 5)                                     |  |   | 57,890       |  |   | 43,523      
|Prepaid expenses                                                                                                                            |  |   | 406,557      |  |   | 72,770      
|Total Current Assets                                                                                                                        |  |   | 1,860,831    |  |   | 673,544     
|                                                                                                                                            |  |   |              |  |   |             
|Equipment, net (Note 6)                                                                                                                     |  |   | 26,803       |  |   | 190,141     
|                                                                                                                                            |  |   |              |  |   |             
|Other assets                                                                                                                                |  |   | 20,009       |  |   | 148,552     
|                                                                                                                                            |  |   |              |  |   |             
|Domain name rights and intangible assets (Note 7)                                                                                           |  |   | 2,157,241    |  |   | 1,257,241   
|                                                                                                                                            |  |   |              |  |   |             
|Deferred tax asset, less valuation allowance of
			$139,463
			(2009 - $148,023) (Note 10)                                                  |  |   | -            |  |   | -           
|                                                                                                                                            |  |   |              |  |   |             
|Total Assets                                                                                                                                |  | $ | 4,064,884    |  | $ | 2,269,478   
|                                                                                                                                            |  |   |              |  |  
|Liabilities and Stockholders'
 Equity                                                                                                       |  |   |              | 
|Current liabilities:                                                                                                                        |  |   |              |  |   |             
|Accounts payable                                                                                                                            |  | $ | 12,251       |  | $ | 89,419      
|Accrued liabilities                                                                                                                         |  |   | 120,713      |  |   | 132,112     
|Accounts
			payable and accrued liabilities - related party (Note 11)                                                                       |  |   | 4,473        |  |   | 69,318      
|Provision for progressive jackpots                                                                                                          |  |   | -            |  |   | 304,683     
|Players float                                                                                                                               |  |   | -            |  |   | 97,813      
|Total Current Liabilities                                                                                                                   |  |   | 137,437      |  |   | 693,345     
|                                                                                                                                            |  |   |              |  |   |             
|Commitments
			(Note 9)                                                                                                                     |  |   |              |  |   |             
|Contingent
			liabilities (Note 15)                                                                                                         |  |   |              |  |   |             
|                                                                                                                                            |  |   |              |  |   |             
|Stockholders'
 equity (Note 8):                                                                                                             |  |   |              |  |   |             
|Common
			stock, no par value, unlimited shares authorized,
			63,877,703 shares issued and outstanding
			(December 31, 2009 - 41,517,703) |  |   | 18,233,440   |  |   | 14,799,154  
|Subscriptions
			received in advance                                                                                                        |  |   | -            |  |   | 204,000     
|Accumulated
			deficit                                                                                                                      |  |   | (14,330,573) |  |   | (13,451,601)
|Accumulated other comprehensive income:
			Foreign currency translation adjustment                                                          |  |   | 24,580       |  |   | 24,580      
|Total Stockholders'
 Equity                                                                                                                 |  |   | 3,927,447    |  |   | 1,576,133   
|                                                                                                                                            |  |   |              |  |   |             
|Total Liabilities and Stockholders'
 Equity                                                                                                 |  | $ | 4,064,884    |  | $ | 2,269,478   
|                                                                                                                                            |  |   |              |  |   |             

See accompanying notes to consolidated financial statements.

Page 21

BINGO.COM,
	LTD.

	and subsidiaries

Consolidated
	Statements of Operations

|Years ended December 31,                                                  |  |   | 2010        |  |   | 2009       
|------------------------------------------------------------------------- |  | - | ----------- |  | - | -----------
|                                                                          |  |   |             |  |   |            
|Advertising revenue                                                       |  | $ | 98,547      |  | $ | 195,833    
|Gaming revenue                                                            |  |   | 1,718,257   |  |   | 5,629,529  
|Total revenue                                                             |  |   | 1,816,804   |  |   | 5,825,362  
|                                                                          |  |   |             |  |   |            
|Operating expenses:                                                       |  |   |             |  |   |            
|Cost of producing revenue                                                 |  |   | 1,152,020   |  |   | 3,836,527  
|Depreciation and amortization                                             |  |   | 35,245      |  |   | 73,122     
|Directors fees                                                            |  |   | 7,500       |  |   | 6,000      
|General and administrative                                                |  |   | 357,869     |  |   | 518,959    
|Bad debt expense                                                          |  |   | 38,736      |  |   | -          
|Salaries, wages, consultants and benefits                                 |  |   | 891,396     |  |   | 1,027,929  
|Stock-based compensation                                                  |  |   | 68,967      |  |   | 63,677     
|Selling and marketing                                                     |  |   | 459,817     |  |   | 1,617,542  
|Total operating expenses                                                  |  |   | 3,011,550   |  |   | 7,143,756  
|                                                                          |  |   |             |  |   |            
|Loss before other income (expense) and income
			taxes                    |  |   | (1,194,746) |  |   | (1,318,394)
|                                                                          |  |   |             |  |   |            
|Other income (expense):                                                   |  |   |             |  |   |            
|Foreign exchange gain                                                     |  |   | 14,058      |  |   | 37,428     
|Gain on settlement
			of debt                                             |  |   | -           |  |   | 45,069     
|Loss on disposal of equipment                                             |  |   | (32,833)    |  |   | (1,240)    
|Interest and other income                                                 |  |   | 3,957       |  |   | 1,740      
|Reversal of progressive jackpots provision                                |  |   | 193,051     |  |   | -          
|Profit on the sale of subsidiaries (Note 3)                               |  |   | 177,832     |  |   | -          
|Profit from sale of US players and relatedassets (Note 4)                 |  |   | 5,000       |  |   | 62,500     
|                                                                          |  |   |             |  |   |            
|Loss before income taxes                                                  |  |   | (833,681)   |  |   | (1,172,897)
|                                                                          |  |   |             |  |   |            
|Income tax expense                                                        |  |   | (45,291)    |  |   | (15,154)   
|                                                                          |  |   |             |  |   |            
|Net loss                                                                  |  | $ | (878,972)   |  | $ | (1,188,051)
|                                                                          |  |   |             |  |   |            
|Net loss per
			common share, basic and diluted (Note 2)                  |  | $ | (0.02)      |  | $ | (0.03)     
|                                                                          |  |   |             |  |   |            
|Weighted
			average common shares outstanding, basic and diluted (Note 2) |  |   | 54,716,388  |  |   | 40,494,148 



See
	accompanying notes to consolidated financial statements.

Page 22

BINGO.COM,
	LTD.

	and subsidiaries

Consolidated
	Statements of Stockholders' Equity

Years ended
	December 31, 2010 and 2009

|                                        | Common stock |             |                                  | Accumulated
			Other Comprehensive loss |                                           
|--------------------------------------- | ------------ | ----------- | -------------------------------- | --------------------------------------- | ------------------------------------------
|                                        | Shares       | Amount      | Subscription received in advance | Accumulated  Deficit                    | Foreign
			currency translation adjustment
|Balance, December 31, 2008              | 36,200,203   | $13,942,408 | $            -                   | $(12,263,550)                           | $ 24,580                                  
|                                        |              |             |                                  |                                         |                                           
|Private placement                       | 5,000,000    | 750,000     | -                                | -                                       | -                                         
|                                        |              |             |                                  |                                         |                                           
|Exercise of stock options               | 317,500      | 31,750      | -                                | -                                       | -                                         
|                                        |              |             |                                  |                                         |                                           
|Stock-based compensation                | -            | 63,677      | -                                | -                                       | -                                         
|                                        |              |             |                                  |                                         |                                           
|Subscriptions received in
			Advance    | -            | -           | 204,000                          | -                                       | -                                         
|                                        |              |             |                                  |                                         |                                           
|Issuance of consultant
			stock Options | -            | 11,319      | -                                | -                                       | -                                         
|                                        |              |             |                                  |                                         |                                           
|Net
			loss                             | -            | -           | -                                | (1,188,051)                             | -                                         
|Balance, December 31, 2009              | 41,517,703   | 14,799,154  | 204,000                          | (13,451,601)                            | 24,580                                    
|                                        |              |             |                                  |                                         |                                           
|Private placement                       | 1,360,000    | 204,000     | (204,000)                        | -                                       | -                                         
|                                        |              |             |                                  |                                         |                                           
|Private placement                       | 15,000,000   | 2,250,000   | -                                | -                                       | -                                         
|                                        |              |             |                                  |                                         |                                           
|Shares issued for the 4%
			Domain Name | 6,000,000    | 900,000     |                                  |                                         |                                           
|                                        |              |             |                                  |                                         |                                           
|Stock-based compensation                | -            | 68,967      | -                                | -                                       | -                                         
|                                        |              |             |                                  |                                         |                                           
|Issuance of consultant
			stock Options | -            | 11,319      | -                                | -                                       | -                                         
|                                        |              |             |                                  |                                         |                                           
|Net
			loss                             | -            | -           | -                                | (878,972)                               | -                                         
|Balance, December 31, 2010              | 63,877,703   | $18,233,440 | $            -                   | $(14,330,573)                           | $ 24,580                                  

See
	accompanying notes to consolidated financial statements.

Page 23

BINGO.COM,
	LTD.

	and subsidiaries

Consolidated
	Statements of Cash Flows

|Years
			ended December 31,                                                    |  |   | 2010        |   | 2009       
|------------------------------------------------------------------------------ |  | - | ----------- | - | -----------
|Cash
			flows from operating activities:                                       |  |   |             |   |            
|Net
			loss                                                                    |  | $ | (878,972)   | $ | (1,188,051)
|Adjustments to reconcile net loss to net cash used in
			operating activities: |  |   |             |   |            
|Depreciation and amortization                                                  |  |   | 35,245      |   | 73,122     
|Bad debt expense                                                               |  |   | 38,736      |   | -          
|Gain on settlement of debt                                                     |  |   | -           |   | (45,069)   
|Loss on disposal of equipment                                                  |  |   | 32,833      |   | 1,240      
|Stock-based compensation                                                       |  |   | 68,967      |   | 63,677     
|Issuance of consultant stock options                                           |  |   | 11,319      |   | 11,319     
|Profit from the sale of US players and related assets                          |  |   | (5,000)     |   | (62,500)   
|Reversal of progressive jackpots provision                                     |  |   | (177,832)   |   | -          
|Profit on the sale of subsidiary                                               |  |   | (193,051)   |   | -          
|Changes in operating assets and liabilities:                                   |  |   |             |   |            
|Accounts receivable                                                            |  |   | (75,308)    |   | (284)      
|Prepaid expenses                                                               |  |   | (371,647)   |   | 50,880     
|Other assets                                                                   |  |   | 24,321      |   | (26,217)   
|Accounts payable and accrued liabilities                                       |  |   | (70,115)    |   | 93,343     
|Provision for progressive jackpots                                             |  |   | 5,522       |   | 144,885    
|Players float                                                                  |  |   | (97,813)    |   | 45,790     
|Net
			cash used in operating activities                                       |  |   | (1,652,795) |   | (837,865)  
|                                                                               |  |   |             |   |            
|Cash
			flows from investing activities:                                       |  |   |             |   |            
|Acquisition of equipment                                                       |  |   | (5,068)     |   | (65,550)   
|Proceeds from sale of US players and related assets                            |  |   | 5,000       |   | 62,500     
|Proceeds on disposal of equipment                                              |  |   | 5,952       |   | 414        
|Proceeds on the sale of subsidiary, net of cash sold                           |  |   | 236,044     |   | -          
|Net
			cash provided by (used in) investing activities                         |  |   | 241,928     |   | (2,636)    
|                                                                               |  |   |             |   |            
|Cash
			flows from financing activities:                                       |  |   |             |   |            
|Exercise of stock options                                                      |  |   | -           |   | 31,750     
|Private placement                                                              |  |   | 2,250,000   |   | 750,000    
|Subscriptions received in advance                                              |  |   | -           |   | 204,000    
|Net
			cash provided by financing activities                                   |  |   | 2,250,000   |   | 985,750    
|                                                                               |  |   |             |   |            
|Change
			in cash                                                              |  |   | 839,133     |   | 145,249    
|                                                                               |  |   |             |   |            
|Cash,
			beginning of year                                                     |  |   | 557,251     |   | 412,002    
|Cash,
			end of year                                                           |  | $ | 1,396,384   | $ | 557,251    
|                                                                               |  |   |             |   |            
|Supplementary information:                                                     |  |   |             |   |            
|Interest paid                                                                  |  | $ | -           | $ | -          
|Income taxes paid                                                              |  | $ | 13,579      | $ | 2,301      
|                                                                               |  |   |             |   |            
|Shares
			issued in acquiring domain name rights (Note 7)                      |  | $ | 900,000     | $ | -          

See accompanying notes to consolidated financial statements.

Page 24

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended December 31, 2010 and 2009


1.    Introduction:

Nature of business

Bingo.com,
	Ltd. (the "
Company"
) was incorporated on January 12, 1987, under the laws of
	the State of Florida as Progressive General Lumber Corp. On January 22,
	1999, the Company changed its name to Bingo.com, Inc. On April 7, 2005,
	Bingo.com, Inc. completed a merger with its wholly- owned subsidiary
	Bingo.com, Ltd. The surviving corporation of the merger is Bingo.com, Ltd.
	which is domiciled in Anguilla, British West Indies.  All of the outstanding
	common shares of Bingo.com, Ltd. were registered by Bingo.com, Inc. and
	Bingo.com, Ltd. under an S-4 registration statement dated March 3, 2005. 
	The S-4 registration statement became effective on March 8, 2005. The
	principal reason for Bingo.com, Inc.'
s merger with its subsidiary Bingo.com,
	Ltd. was to facilitate Bingo.com, Inc.'
s reincorporation under the
	International Business Companies Act of Anguilla, B.W.I. Anguilla, B.W.I. is
	a corporate tax- free jurisdiction.  Effective Thursday, April 7, 2005, the
	shares of Bingo.com, Ltd. began trading under the new ticker symbol "
BNGOF"
..

The Company is
	in the business of marketing games and entertainment based on the game of
	bingo through its Internet portal, www.bingo.com and earns revenue from
	selling advertising and providing games of chance to its registered
	subscribers.

During the
	year ended December 31, 2010, we migrated to the Unibet'
s Partner Program
	and changed from providing and operating games to focusing on marketing and
	driving players to the website.

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 year ended December 31, 2010 and 2009, and has an accumulated deficit of
	$14,330,573 as at December 31, 2010.

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

Page 25

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended December 31, 2010 and 2009


1.    Introduction (Continued):

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.

2.   Summary of significant accounting policies:

(a)

 Basis of
	presentation:

These
	consolidated financial statements have been prepared in accordance with
	accounting principles generally accepted in the United States of America.
	The financial statements include the accounts of the Company'
s wholly-owned
	subsidiaries,
English Bay Office
	Management Limited (registered in British Columbia, Canada), Bingo.com N.V.
	(registered in Curacao, Netherlands Antilles), Bingo.com (Alderney) Limited
	(registered in Alderney, Channel Islands), Coral Reef Marketing Inc.
	(registered in Anguilla), Bingo.com (Antigua) Inc., Bingo.com (Wyoming)
	Inc., Bingo Acquisition Corp, the 99% owned subsidiaries, Bingo.com (UK)
	plc. (registered in the United Kingdom), Bingo.com Services Limited
	(registered in the United Kingdom) and Bingo.com Operations Limited
	(registered in Malta). On August 14, 2009, Bingo.com (Alderney) Limited was
	discontinued and struck off the Alderney Company register. On April 30,
	2010, Bingo.com Services Limited (registered in the United Kingdom) and
	Bingo.com Operations Limited were sold and their accounts are included up to
	the date of sale of these subsidiaries (Note 3).
All inter-company
	balances and transactions have been eliminated in the consolidated financial
	statements.

(b)

Use of
	estimates:

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

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

(c)

 Revenue
	recognition:

Gaming revenues have been recognized on the basis of total dollars wagered,
	including bonus wagered, 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.

Page 26

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended December 31, 2010 and 2009


2.  





	Summary of significant accounting policies (Continued):

(d) 
Foreign
	currency:

The consolidated financial statements are presented in United States
	dollars, the functional currency of the Company. The Company accounts for
	foreign currency transactions and translation of foreign currency financial
	statements under Statement ASC 830, Foreign Currency Matters. 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.

(e)  Cash and cash equivalents

Cash and cash equivalents include cash
	on hand and, on occasion, short term investments. The Company considers all
	highly liquid instruments purchased with a remaining maturity of less than
	three months at the time of purchase as cash equivalents. As at December 31,
	2010 and 2009, the Company had no cash equivalents.

(f) 
	Accounts receivable:

Trade and other accounts receivable are
	reported at face value less any provisions for uncollectible accounts
	considered necessary. Accounts receivable includes receivables from payment
	processors and trade receivables from customers. The Company estimates
	doubtful accounts on an item-by-item basis and includes over-aged accounts
	as part of allowance for doubtful accounts, which are generally ones that
	are ninety-days overdue.  Bad debt expense, for the year ended December 31,
	2010, was $38,736 (2009 - $nil). A provision for doubtful accounts in
	relation to the sale of US players (Note 4) of $150,000 (2009 - $774,550)
	has been allowed for in these financial statements.

(g) 
	Equipment:

Equipment is
	recorded at cost less accumulated depreciation. Depreciation is provided for
	annually on the declining balance method over the following periods :

Equipment and computers
	                     3 years

Furniture and
	fixtures                             5 years

Leasehold
	improvements                        duration of the lease

Expenditures for
	maintenance and repairs are charged to expenses as incurred. Major
	improvements are capitalized. Gains and losses on disposition of equipment
	are included in income or expenses as realized.

Page 27

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended December 31, 2010 and 2009


2.  
	Summary of significant accounting policies (Continued):

(h) 
	Advertising:

The Company
	expenses the cost of advertising in the period in which the advertising
	space or airtime is used.



	Advertising costs charged to selling and marketing expenses in 2010 totaled
	$183,982 (2009 - $201,999).

(i) 
	Stock-based compensation:

The Company recognizes all stock-based
	compensation as an expense in the financial statements and that such cost be
	measured at the fair value of the award.

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

|                                   |  | 2010          |  | 2009         
|---------------------------------- |  | ------------- |  | -------------
|Expected
			dividend yield         |  | -             |  | -            
|Expected stock
			price volatility |  | 25 -
			81%   |  | 25 -
			81%  
|Weighted
			average volatility     |  | 59%           |  | 63%          
|Risk-free
			interest rate         |  | 1.27 - 4.93%  |  | 2.82 - 4.52% 
|Expected life
			of options        |  | 2.5 - 5 years |  | 2.5 - 5 years
|Forfeiture
			rate                 |  | 7%            |  | 7%           

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

The Company accounts for long-lived
	assets in accordance with the provisions of ASC 360, Property, Plant and
	Equipment and ASC 350, Intangibles - Goodwill and Others. During the years
	presented, the only long-lived assets reported on the Company'
s consolidated
	balance sheet are equipment, other assets, and domain name rights.  These
	provisions require that long-lived assets and certain identifiable recorded
	intangibles be reviewed for impairment whenever events or changes in
	circumstances indicate that the carrying amount of an asset may not be
	recoverable.  Recoverability of assets to be held and used is measured by a
	comparison of the carrying amount of an asset to future net cash flows
	expected to be generated by the asset.

If such assets are considered to be
	impaired, the impairment to be recognized is measured by the amount by which
	the carrying amount of the assets 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.

(k) 
	Income taxes:

The Company follows the asset and
	liability method of accounting for income taxes.  Under this method, current
	income taxes are recognized for the estimated income taxes payable for the
	current period.  Deferred income taxes are provided based on the estimated
	future tax effects of temporary differences between financial statement
	carrying amounts of assets and liabilities and their respective tax bases,
	as well as the benefit of losses available to be carried forward to future
	years for tax purposes.

Page 28

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended December 31, 2010 and 2009


2.  
	Summary of significant accounting policies (Continued):

(k)
	Income taxes: (Continued)

Deferred tax assets and liabilities are
	measured using the enacted tax rates that are expected to apply to taxable
	income in the years in which those temporary differences are expected to be
	recovered and settled.  The effect on deferred tax assets and liabilities of
	a change in tax rates is recognized in operations in the period that
	includes the enactment date.  A valuation allowance is recorded for deferred
	tax assets when it is not more likely than not that such future tax assets
	will be realized.

(l)  
	Net (loss) income per share:

ASC 260, "
Earnings Per Share"
, requires
	presentation of basic earnings per share ("
Basic EPS"
) and diluted earnings
	per share ("
Diluted EPS"
). Basic earnings (loss) per share is computed by
	dividing earnings (loss) available to common stockholders by the weighted
	average number of common shares outstanding during the period. Diluted
	earnings per share reflects the potential dilution, using the treasury stock
	method, that could occur if outstanding options or warrants were exercised
	and converted into common stock. In computing diluted earnings per share,
	the treasury stock method assumes that outstanding options and warrants are
	exercised and the proceeds are used to purchase common stock at the average
	market price during the period.

Options and warrants will have a
	dilutive effect under the treasury stock method only when the average market
	price of the common stock during the period exceeds the exercise price of
	the options and warrants. In periods where losses are reported, the weighted
	average number of common shares outstanding excludes common stock
	equivalents because their inclusion would be anti-dilutive. A total of
	2,589,692 (2009 - 3,718,442) stock options were excluded as at December 31,
	2010.

The earnings per share data for the
	year ended December 31, 2010 and 2009 are summarized as follows:

|                                                                                        |   | 2010       |   | 2009       
|--------------------------------------------------------------------------------------- | - | ---------- | - | -----------
|Net loss for
			the year - as reported                                                  | $ | (878,972)  | $ | (1,188,051)
|                                                                                        |   |            |   |            
|Basic earnings per
			share weighted average number




of
			common shares outstanding |   | 54,716,388 |   | 40,494,148 
|                                                                                        |   |            |   |            
|Effect of
			dilutive securities                                                        |   |            |   |            
|Stock
			Options                                                                        |   | -          |   | -          
|                                                                                        |   |            |   |            
|Diluted
			earnings per share weighted average number of common shares
			outstanding   |   | 54,716,388 |   | 40,494,148 



Page 29

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended December 31, 2010 and 2009


2.   Summary of
	significant accounting policies (Continued):

(m)
	Domain name and intangible assets:

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


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


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


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

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



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


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

(n) 
	New accounting pronouncements and changes in accounting policies:

In June 2009, the
	FASB issued ASC 810,



which revised the consolidation guidance
	for variable interest entities. The amendments include: (1) the elimination
	of the exemption for

qualifying
	special purpose entities, (2) a new approach for determining who should
	consolidate a variable-interest entity, and (3) changes to when it is
	necessary to reassess who should consolidate a variable-interest entity. ASC
	810 is effective for the first annual reporting period beginning after
	November 15, 2009 and for interim periods within that first annual reporting
	period. The Company adopted FASB ASC 810 and the adoption of this standard
	had no material impact on our financial statements for the year ended
	December 31, 2010.

In September
	2009, the FASB issued authoritative guidance regarding multiple-deliverable
	revenue arrangements.  This guidance addresses how to separate deliverables
	and how to measure and allocate consideration to one or more units of
	accounting.  Specifically, the guidance requires that consideration be
	allocated among multiple deliverables based on relative selling prices. The
	guidance establishes a selling price hierarchy of (1) vendor-specific
	objective evidence, (2) third-party evidence and (3) estimated selling
	price.  This guidance is effective for annual periods beginning after June
	15, 2010 but may be early adopted as of the beginning of an annual period. 
	The Company is currently evaluating the effect that this guidance will have
	on consolidated financial position and results of operations but does not
	expect its adoption to have a material impact on the Company'
s financial
	reporting and disclosures.

In January 2010,
	the FASB issued ASU 2010-06, "
Improving Disclosures about Fair Value
	Measurements,"
 which amends ASC 820, "
Fair Value Measures and Disclosures."

Page 30

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended December 31, 2010 and 2009


2.   Summary of
	significant accounting policies (Continued):

(n) New accounting pronouncements and
	changes in accounting policies: (Continued)

ASU 2010-06
	requires disclosure of transfers into and out of Level 1 and Level 2 fair
	value measurements, and also requires more detailed disclosure about the
	activity within Level 3 fair value measurements. The changes to the ASC as a
	result of this update are effective for annual and interim reporting periods
	beginning after December 15, 2009 (adopted January 1, 2010), except for
	requirements related to Level 3 disclosures, which are effective for annual
	and interim reporting periods beginning after December 15, 2010 (January 1,
	2011 for the Company). This guidance requires new disclosures only, and had
	no impact on our consolidated financial statements.

In February 2010,
	the FASB issued ASU 2010-09, "
Subsequent Events (Topic 855)."
 This update
	provides amendments to Subtopic 855-10-50-4 and related guidance within U.S.
	GAAP to clarify that an SEC registrant is not required to disclose the date
	through which subsequent events have been evaluated. This change alleviates
	potential conflicts between Subtopic 855-10 and the SEC'
s requirements. The
	Company has adopted this standard and it will have no impact on our
	consolidated financial statements.

In July 2010, the
	FASB issued an Accounting Standards Update No. 2010-20, Receivables,
	Disclosure about the Credit Quality of Financing Receivables and Allowances
	for Credit Losses. The standard requires additional disclosure related to
	the credit quality of financing receivables, troubled debt restructurings
	and significant purchases or sales of financing receivables during the
	period. The standard requires that these disclosures and existing
	disclosures be presented on a disaggregated basis, similar to the manner
	that the entity uses to evaluate its credit losses. Disclosures of
	information as of the end of a reporting period are effective for interim
	and annual periods ending after December 15, 2010, and disclosures of
	activity that occurred during a reporting period are effective for interim
	and annual periods beginning after December 15, 2010. The Company has
	adopted this standard on January 1, 2010, and it will have no impact on our
	consolidated financial statements for the year ended December 31, 2010, due
	to the receivables being short-term in nature and are therefore not
	financing receivables.

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

(January 1, 2011 for the Company)
.. 
	The Company is currently evaluating the impact of ASU 2010-09, but does not
	expect its adoption to have a material impact on the Company'
s financial
	reporting and disclosures.

Page 31

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended December 31, 2010 and 2009


2.   Summary of
	significant accounting policies (Continued):

(n) New accounting pronouncements and
	changes in accounting policies: (Continued)

In April 2010, the FASB issued ASU No.
	2010-16 which requires that an entity should not accrue a jackpot liability
	(or portions thereof) before the jackpot is won if the entity is not
	obligated to pay out that jackpot.  Jackpots should be accrued and charged
	to revenue when

an entity has the obligation to pay the
	jackpot.  The guidance will become effective for the first annual period
	beginning after December 15, 2010 and the interim periods within that first
	annual period.  The Company has adopted this standard and it has the effect
	of recognizing the gain from the reversal of progressive jackpots provisions
	of $177,832 for the year ended December 31, 2010.

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

In December 2010, the FASB issued ASU
	2010-29, which contains updated accounting guidance to clarify the
	acquisition date that should be used for reporting pro forma financial
	information when comparative financial statements are issued. This update
	requires that a company should disclose revenue and earnings of the combined
	entity as though the business combination(s) that occurred during the
	current year had occurred as of the beginning of the comparable prior annual
	reporting period only. This update also requires disclosure of the nature
	and amount of material, nonrecurring pro forma adjustments. The provisions
	of this update, which are to be applied prospectively, are effective for
	business combinations for which the acquisition date is on or after the
	beginning of the first annual reporting period beginning on or after
	December 15, 2010, with early adoption permitted. The impact of this update
	on the Company'
s consolidated financial statements will depend on the size
	and nature of future business combinations.



Page 32

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended December 31, 2010 and 2009


2.   Summary of
	significant accounting policies (Continued):

(o)
	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.

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.

(p)  
	Reclassification

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

3.    Sale of
	subsidiaries:

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

Page 33

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended December 31, 2010 and 2009


3.    Sale of
	subsidiaries: (Continued)

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

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



4.  
	Sale of US players and related assets:

Effective
	October 12, 2006, the Company, in response to the United States Unlawful
	Internet Gambling Enforcement Act, sold its United States players and
	related assets for $1,200,050, payable by the arms-length purchaser at a
	variable rate over the subsequent months. There is no set period for
	repayment and it is interest free. The Company has fully provided for the
	outstanding amount due.  The Company will recognize the profit from the sale
	of these assets as and when payment is received. During the year ended
	December 31, 2010, the Company collected $5,000 (2009 - $62,500) in payment
	for these assets. During the year ended December 31, 2010, the Company was
	advised that the purchaser had ceased operations


and is in the
	process of winding up the company. Therefore the Company has determined that



$

658,286




will
	never be recovered.



Page 34

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended December 31, 2010 and 2009




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

|                                                                    |   | Amount   
|------------------------------------------------------------------- | - | ---------
|Balance
			remaining December 31, 2008                              | $ | 837,050  
|                                                                    |   |          
|Payments received                                                   |   | (62,500) 
|                                                                    |   |          
|Balance
			remaining December 31, 2009                              |   | 774,550  
|                                                                    |   |          
|Payments received                                                   |   | (5,000)  
|                                                                    |   |          
|Amount deemed
			irrecoverable and removed from accounts receivable |   | (658,286)
|                                                                    |   |          
|Balance
			remaining December 31, 2010                              | $ | 111,264  

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

5.    Accounts Receivable:

The accounts receivable as at December 31, 2010, is summarized as follows:

|                                                |   | 2010      |   | 2009     
|----------------------------------------------- | - | --------- | - | ---------
|Accounts
			receivable                          | $ | 207,890   | $ | 818,073  
|                                                |   |           |   |          
|Provision for
			doubtful accounts              |   | (38,736)  |   | -        
|                                                |   |           |   |          
|Provision for
			the sale of US Player (Note 4) |   | (111,264) |   | (774,550)
|                                                |   |           |   |          
|Net accounts
			receivable                      | $ | 57,890    | $ | 43,523   

6.   Equipment:

|2010                       |   | Cost    |   | Accumulated depreciation |   | Net
			book
			Value
|-------------------------- | - | ------- | - | ------------------------ | - | --------------------
|                           |   |         |   |                          |   |                     
|Equipment and
			computers | $ | 116,976 | $ | 94,658                   | $ | 22,318              
|Furniture and
			fixtures  |   | 13,858  |   | 9,373                    |   | 4,485               
|Leasehold
			improvements  |   | 12,546  |   | 12,546                   |   | -                   
|                           | $ | 143,380 | $ | 116,577                  | $ | 26,803              



|2009                       |   | Cost    |   | Accumulated depreciation |   | Net
			book
			Value
|-------------------------- | - | ------- | - | ------------------------ | - | --------------------
|                           |   |         |   |                          |   |                     
|Equipment and
			computers | $ | 592,351 | $ | 410,940                  | $ | 181,411             
|Furniture and
			fixtures  |   | 17,854  |   | 11,386                   |   | 6,468               
|Leasehold
			improvements  |   | 12,546  |   | 10,284                   |   | 2,262               
|                           | $ | 622,751 | $ | 432,610                  | $ | 190,141             

Depreciation expense was $35,245 (2009 - $73,122) for the year ended
	December 31, 2010.

Page 35

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended December 31, 2010 and 2009


7. 
	Domain name rights and intangible asset:

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


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

payments to the vendor are made monthly,
	based on 4% of the preceding month'
s gross revenue. During the year ended
	December 31, 2010, the Company purchased the remaining Domain Name payments
	for $900,000, with the issuance of 6,000,000 common shares of the Company,
	at a value of $0.15 per share. During the year ended December 31, 2010,
	expense payments of $66,920 (2009 - $235,261) were paid in accordance with
	the amended agreement.

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


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

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



|2009               |   | Cost      |   | Accumulated
			amortization |   | Net book
			Value
|------------------ | - | --------- | - | --------------------------- | - | -----------------
|                   |   |           |   |                             |   |                  
|Domain name rights | $ | 1,934,500 | $ | 677,259                     | $ | 1,257,241        

8.  
	Stockholders'
 equity:

The
	holders of common stock are entitled to one vote for each share held.  There
	are no restrictions that limit the Company'
s ability to pay dividends on its
	common stock.  The Company has not declared any dividends since
	incorporation.  The Company'
s common stock has no par value per common
	stock.

(a) 
	Common stock issuances:

During the year ended December 31,
	2010, the Company purchased the remaining domain name payments for 6,000,000
	common shares at a value of $0.15 per share for a total value of $900,000.

During the year ended December 31,
	2010, the Company completed a private placement offering with Unibet Group
	Plc. of 15,000,000 common shares at $0.15 per share.  Total proceeds of the
	offering were $2,250,000.

Page 36

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended December 31, 2010 and 2009


8.   Stockholders'

	equity: (Continued)

(a) 
	Common stock issuances: (Continued)

During the year ended December 31,
	2009, the Company completed two private placements offerings of 5,000,000
	shares at $0.15 per share.  Total proceeds of the offering were $750,000.

During the year ended December 31,
	2009, the Company closed a private placement offering of 1,360,000 shares at
	$0.15 per share.  Total proceeds of the offering was $204,000. The shares
	were issued during the year ended December 31, 2010 and the proceeds
	received as at December 31, 2009, were recorded as subscriptions received in
	advance.

During the year ended December 31,
	2009, the holders of stock options exercised their options for 317,500
	shares for $31,750 at an exercise price of $0.10 per share.

(b)  Stock option plans:

(i)  1999 stock option plan:

The Company has reserved a total of
	1,895,000 common shares for issuance under its 1999 stock option plan.  The
	plan provides for the granting of non-qualified stock options to directors,
	officers, eligible employees and contractors of the Company. The Board of
	Directors determines the terms of the options granted, including the number
	of options granted, the exercise price and their vesting schedule.

As at December 31, 2010, there were a
	total of nil stock options (2009 - nil) outstanding. During the year ended
	December 31, 2010, there were nil options exercised (2009 - 150,000 options
	exercised at $0.10 per option) and nil options expired unexercised (2009 -
	836,500 options expired unexercised).

(ii) 2001 stock option plan:

During the year ended December 31,
	2001, the Company's Board of Directors adopted the 2001 stock option plan.
	The Company has reserved a total of 5,424,726 common shares for issuance
	under the 2001 stock option plan. The plan provides for the granting of
	incentive and non-qualified stock options to directors, officers, eligible
	employees and contractors of the Company. The Board of Directors determines
	the terms of the options granted, including the number of options granted,
	the exercise price and their vesting schedule.

As at December 31, 2010, there were a
	total of 3,224,700 stock options (2009 - 3,769,700 stock options) issued, of
	which 1,934,700 (2009 - 1,934,700) had been exercised as at December 31,
	2010. During the year ended December 31, 2010, nil options were exercised
	(2009 - 167,500 stock options were exercised at $0.10 per option) and
	545,000 (2009 - 1,106,000) stock options expired unexercised. Therefore as
	at December 31, 2010, there were 1,290,000 (2009 - 1,835,000) stock options
	outstanding at exercise prices ranging from $0.17 to $0.33 per share.



Page 37

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended December 31, 2010 and 2009


8.   Stockholders'

	equity: (Continued)

(b)  Stock
	option plans: (Continued)

Of the options outstanding at December
	31, 2010, a total of nil (2009 - 1,685,000) were issued where 10% vests at
	the grant date, 15% one year following the grant date and 2% per month
	starting 13 months after the grant date.  During the year ended December 31,
	2010, the outstanding option agreements were amended to make all unvested
	options to vest immediately. A total of 1,290,000 (2009 - 547,150) of these
	common stock purchase options had vested at December 31, 2010.

(iii) 2005 stock option plan:

During the year ended December 31,
	2005, the Company's Board of Directors adopted the 2005 stock option plan,
	which was approved by the shareholders at the Annual General meeting. The
	Company has reserved a total of 2,000,000 common shares for issuance under
	the 2005 stock option plan. The Plan is intended to provide incentive to
	employees, directors, advisors and consultants of the Corporation to
	encourage proprietary interest in the Corporation, to encourage such
	employees to remain in the employ of the Corporation or such directors,
	advisors and consultants to remain in the service of the Corporation, and to
	attract new employees, directors, advisors and consultants with outstanding
	qualifications. The Board of Directors determines the terms of the options
	granted, including the number of options granted, the exercise price and
	their vesting schedule.

As at December 31, 2010, there were a
	total of 1,299,692 (2009 - 1,883,442) stock options outstanding at exercise
	prices ranging between $0.15 and $0.91 per share. During the year ended
	December 31, 2010, 1,203,750 (2009 - 42,500) stock options expired
	unexercised.

Of the options outstanding at December
	31, 2010, a total of nil (2009 - 1,546,250) were issued where 10% vests at
	the grant date, 15% one year following the grant date and 2% per month
	starting 13 months after the grant date.  During the year ended December 31,
	2010, the outstanding option agreements were amended to make all unvested
	options to vest


immediately. A total of 1,299,692 (2009 -
	1,570,942) of these common stock purchase options had vested at December 31,
	2010.

Page 38

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended December 31, 2010 and 2009


8.   Stockholders'

	equity: (Continued)

(b)  Stock
	option plans: (Continued)

A summary of stock option activity for
	the stock option plans for the years ended December 31, 2010 and 2009 are as
	follows:

|                               |  | Number of
			shares |   | Weighted
			average exercise price
|------------------------------ |  | ------------------- | - | ----------------------------------
|Outstanding, December 31, 2008 |  | 4,995,942           | $ | 0.30                              
|                               |  |                     |   |                                   
|Granted                        |  | 1,025,000           |   | 0.17                              
|Exercised                      |  | (317,500)           |   | 0.10                              
|Expired                        |  | (1,985,000)         |   | 0.13                              
|                               |  |                     |   |                                   
|Outstanding, December 31, 2009 |  | 3,718,442           |   | 0.38                              
|                               |  |                     |   |                                   
|Granted                        |  | 620,000             |   | 0.15                              
|Exercised                      |  | -                   |   | -                                 
|Expired                        |  | (1,748,750)         |   | 0.43                              
|                               |  |                     |   |                                   
|Outstanding, December 31, 2010 |  | 2,589,692           | $ | 0.29                              

The aggregate
	intrinsic value for options as of December 31, 2010 was $nil (2009 - $nil).

The following
	table summarizes information concerning outstanding and exercisable stock
	options at December 31, 2010:

|Range of exerciseprices per share | Number outstanding | Number exercisable | Expiry date
|--------------------------------- | ------------------ | ------------------ | -----------
|                                  | $        0.91      | 62,192             | 62,192     
|                                  | 0.91               | 182,500            | 182,500    
|                                  | 0.27               | 410,000            | 410,000    
|                                  | 0.33               | 275,000            | 275,000    
|                                  | 0.31               | 460,000            | 460,000    
|                                  | 0.17               | 580,000            | 580,000    
|                                  | 0.15               | 620,000            | 620,000    
|                                  |                    | 2,589,692          | 2,589,692  

During the years ended December 31, 2010, the Company recorded stock-based
	compensation expense of $68,967 (2009 - $63,677) relating to the issuance of
	common stock purchase options to certain employees, officers, and directors
	of the Company in accordance with ASC 718, Compensation - Stock Compensation.
	The stock options had a weighted average fair value of $0.29 (2009 - $0.38)
	per option.

(c) Warrants:

During the
	year ended December 31, 2007, the Company issued 3,000,000 warrants which
	are exercisable into 3,000,000 common shares at $0.35 per share over a
	period of two years. The warrants are non-transferable and during the year
	ended December 31, 2009, 3,000,000 warrants expired unexercised.

Page 39

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended December 31, 2010 and 2009


9.   Commitments:

The Company
	leases office facilities in Vancouver, British Columbia, Canada; The Valley,
	Anguilla, British West Indies;


and London,
	United Kingdom. These office facilities are leased under operating lease
	agreements. The Canadian operating lease agreement expires on September 30,
	2013. The Anguillian operating lease expires on April 30, 2011. The United
	Kingdom lease, is leased from a company who employs a current director and
	officer of the Company. This lease is for 30 days and is automatically
	renewed with a 30-day notice period.

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

|     |   |       
|---- | - | ------
|2011 | $ | 71,610
|2012 |   | 68,122
|2013 |   | 53,851
|     |   |       

The Company paid rent expense totaling $128,056 for the year ended December
	31, 2010 (2009 - $94,611).

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

10. Income taxes:

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

|                                                                                    |   | 2010      |   | 2009     
|----------------------------------------------------------------------------------- | - | --------- | - | ---------
|Computed
			"
expected"
 tax benefit                                                | $ | 283,452   | $ | 398,784  
|Reduction in
			income taxes resulting from income taxes in other tax jurisdictions |   | (290,478) |   | (379,516)
|Other                                                                               |   | (74)      |   | (876)    
|Expiration of
			tax asset                                                          |   | (22,342)  |   | (122,524)
|Change in
			taxation rates in other jurisdictions                                  |   | 36,335    |   | -        
|Change in
			exchange rates                                                         |   | (20,831)  |   | (23,771) 
|Change in
			valuation allowance                                                    |   | 8,560     |   | 112,749  
|Taxation on
			disposed subsidiary                                                  |   | (39,913)  |   | -        
|                                                                                    | $ | (45,291)  | $ | (15,154) 



Page 40

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended December 31, 2010 and 2009


10. Income taxes:
	(Continued)

The tax
	effects of temporary differences that give rise to significant portions of
	the deferred tax assets and deferred tax liabilities at December 31, 2010
	and 2009 are presented below:

|                                  |   | 2010    |   | 2009   
|--------------------------------- | - | ------- | - | -------
|Deferred tax assets:              |   |         |   |        
|Net operating loss carry forwards | $ | 139,463 | $ | 148,023
|                                  |   |         |   |        
|Valuation Allowance               |   | 139,463 |   | 148,023
|                                  | $ | -       | $ | -      

The valuation
	allowance for deferred tax assets as of December 31, 2010 and 2009, was
	$139,463 and $148,023, respectively.  The net change in the total valuation
	allowance for the years ended December 31, 2010 and 2009, was a decrease of
	$8,560 and $127,903 respectively.

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.

During the
	year ended December 31, 2010, $78,392 (2009 - $471,245) of these net
	operating loss carryforwards expired in Canada.

11. Related party transactions:

The Company has a liability for $3,860 (2009 - $2,897) to a company owned by
	a current director and officer of the Company for payment of services
	rendered and expenses incurred by a current director and officer of the
	Company.

The Company has a liability of $113 (2009 - $1,616), to a director and
	officer of the Company for payment of services rendered and expenses
	incurred by the director and officer of the Company.

Payments made to Bingo, Inc. in relation to the domain name purchase payment
	totaled $66,920 during the year ended December 31, 2010 (2009 - $235,261).
	As at December 31, 2010, the Company has a liability of $nil (2009 -
	$61,805) to Bingo, Inc. During the year ended December 31, 2010, the Company
	acquired the remaining Domain Name Purchase payments for 6,000,000 common
	shares at a value of $0.15 per share for a total value of $900,000.

The Company
	has a liability of $500 (December 31, 2009 - $3,000), to independent
	directors of the Company for payment of services rendered.

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



Page 41

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended December 31, 2010 and 2009


12. Segmented
	information:

The Company operates in one reportable
	business segment, the business of marketing games and entertainment based on
	the game of bingo through its Internet portal, bingo.com, supported mainly
	by the revenue generated from the deposits received for the games for money
	and selling advertising on the website.  The revenue for the year ended
	December 31, 2010 and 2009, has been derived primarily from the revenue
	generated from the deposits received for the games for money.

Equipment

The Company'
s equipment is located as
	follows:

|Net Book Value                |   | 2010   |   | 2009   
|----------------------------- | - | ------ | - | -------
|                              |   |        |   |        
|Anguilla                      | $ | 1,963  | $ | 4,645  
|Canada                        |   | 17,012 |   | 52,877 
|Curacao, Netherlands Antilles |   | -      |   | 25,031 
|Malta                         |   | -      |   | 106,173
|United Kingdom                |   | 2,544  |   | 1,415  
|United States of America      |   | 5,284  |   | -      
|                              | $ | 26,803 | $ | 190,141

13. Concentrations:

Major customers

For the year ended December 31, 2010, there
	was no single player on the gaming site who had wagered more than 10% of the
	total gaming revenue. The Company is reliant on Unibet to provide contracted
	services pursuant to its Partner Program. The Company has a receivable from
	Unibet of $34,857 as at December 31, 2010 (December 31, 2009 - $nil). For
	the year ended December 31, 2009, there was one major processor, Royal Bank
	of Scotland receiving 96% of the total funds processed during the year ended
	December 31, 2009.

During the year ended December 31, 2010 and
	2009, the Company offered limited advertising. Therefore there were no
	advertising sales representing more than 10% of the total sales.

14.
	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 December 31, 2010, the Company had total cash balances of
	$1,396,384 (2009 - $557,251) at financial institutions, where $771,396 (2009
	- $91,023) is in excess of federally insured limit.

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

Page 42

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended December 31, 2010 and 2009


14.
	Concentrations of credit risk: (Continued)

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

As of December 31, 2009, the Company had
	four customers, totaling $11,136, $5,951, $4,805 and $4,629 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 secure accounts receivable.

15.
	Contingent liabilities:

The Company has a contingent liability
	of $nil (2009 - $2,417,207) for player bonus balances. The Company in the
	prior year implemented various bonus schemes whereby players are credited
	with a bonus upon the satisfaction of a number of conditions such as initial
	signup, deposit bonus, chat games, reactivation of old accounts and other
	terms that are purely promotional based.  These bonuses are not considered
	to be part of the players' winnings and are never withdrawable. However,
	this bonus maybe wagered, subject to existing terms and conditions and
	potentially winnings made on the wager of these bonuses are withdrawable.
	During the year ended December 31, 2010, these player bonus balances were
	migrated to the Unibet Partner Program and are no longer a contingent
	liability of the Company.

Page 43

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

On February 1, 2010 (the "
Dismissal Date"
), we dismissed Dohan and Company,
CPA'
s, as our independent certifying accountant. Our Board of Directors approved
of the dismissal on November 16, 2009. There were no disputes or disagreements
between Dohan and Company, CPA'
s and the Company during the previous two fiscal
years. Except for the provision of a "
Going Concern"
 opinion, the reports of
Dohan and Company, CPA'
s on our financial statements for the years ended
December 31, 2008 and 2007 did not contain an adverse opinion or disclaimer of
opinion, and such reports were not qualified or modified as to uncertainty,
audit scope, or accounting principle.

During the years ended December 31, 2008 and 2007, and through the Dismissal
Date, we have not had any disagreements with Dohan and Company, CPA'
s on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreements, if not resolved to Dohan and
Company, CPA'
s satisfaction, would have caused them to make reference thereto in
their reports on our financial statements for such years.

On February 4, 2010, we engaged Davidson & Company LLP, as its independent
registered public accounting firm, to audit our financial statements. The
decision to engage Davidson & Company LLP was approved by our Board of Directors
at a Board meeting called for such purpose.

ITEM 9A.  CONTROLS AND PROCEDURES

(a)        Management'
s responsibility

Our management acknowledges its responsibility
for establishing and maintaining adequate internal control over financial
reporting of the Company.

(b)        Evaluation of disclosure controls and
procedures.

Our management, including the Chief Executive
Officer and the Chief Financial Officer, evaluated the disclosure controls and
procedures of the Company within 90 days prior to the date of this report, and
found them to be operating efficiently and effectively to ensure that
information required to be disclosed by us under the general rules and
regulations promulgated under the Securities Exchange Act of 1934, is recorded,
processed, summarized and reported, within the time periods specified by rules
and regulations of the SEC.

These disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by us is accumulated and communicated to
our management, including our principal executive officer and principal
financial officer as appropriate to allow timely decisions regarding required
disclosure. However our management recognizes that any controls and procedures,
no matter how well designed and operated, can provide only reasonable assurance
of achieving the desired control objectives, and our management necessarily is
required to apply its judgment in evaluating the cost-benefit relationship of
possible controls and procedures.

Our management is responsible for establishing
and maintaining adequate internal control over financial reporting. Our internal
control system was designed to provide reasonable assurance to the Company'
s
management and board of directors regarding the preparation and fair
presentation of published financial statements. All internal control systems, no
matter how well designed, have inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and

Page 44

presentation. Because of its
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. Projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.

Our management assessed the effectiveness of the
Company'
s internal control over financial reporting as of December 31, 2010. In
making this assessment, it used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission ("
COSO"
) in Internal
Control - Integrated Framework. Based on our assessment, we believe that, as of
December 31, 2010, the Company'
s internal control over financial reporting is
effective based on those criteria.

This annual report does not include an
attestation report of the Company'
s registered public accounting firm regarding
internal control over financial reporting.  Management'
s report was not subject
to attestation by the Company'
s registered public accounting firm pursuant to
temporary rules of the Securities and Exchange Commission that permit the
Company to provide only management'
s report in this annual report.

(c)       Changes in internal controls.

There were no significant changes in our
internal controls or other factors that could significantly affect our internal
controls during the year ended December 31, 2010, and to the date of filing this
annual report.

ITEM 9B
- OTHER INFORMATION

None

Page 45

PART III

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE
GOVERNANCE

DIRECTORS AND EXECUTIVE OFFICERS

Our directors and executive
officers as of the date of this Report are as follows:

|Name           | Age | Position                                                                       | Audit Committee | Governance Committee | Compensation Committee
|-------------- | --- | ------------------------------------------------------------------------------ | --------------- | -------------------- | ----------------------
|T. M. Williams | 70  | President and Chief Executive Officer
		and Chairman of our Board of Directors | X               |                      |                       
|J. M. Williams | 35  | Vice-President, Business Development                                           |                 | X                    | X                     
|C. M. Devereux | 47  | Vice-President, Corporate Affairs                                              |                 | X*                   | X                     
|G. Whitton     | 74  | Non Executive Director                                                         | X*              | X                    |                       
|F. Curtis      | 46  | Non Executive Director                                                         | X               |                      | X*                    
|P. Nylander    | 46  | Non Executive Director                                                         |                 |                      |                       
|H. W. Bromley  | 41  | Chief Financial Officer                                                        |                 |                      |                       

X* - Chairman of Committee

T. M. Williams

has served as our President and Chief Executive Officer and Chairman since
August 20, 2001.  Since 1984, Mr. Williams has served as a principal of Tarpen
Research Corporation and T.M. Williams (ROW), Inc., private consulting firms,
and from 1993 until 2008, was Adjunct Professor, Faculty of Commerce and
Business Administration at the University of British Columbia.  From 1988 to
1991, he was President and Chief Executive Officer of Distinctive Software, Inc.
in Vancouver, BC, and, upon the acquisition of that company by Electronic Arts
Inc., North America'
s largest developer of entertainment software, he became
President and Chief Executive Officer of Electronic Arts (Canada) Inc., where he
continued until 1993. Mr. Williams is a director of YM Biosciences, Inc. (a
biotechnology company), and several other private corporations.

Mr. J. M. Williams

has served as Vice President, Business
development and Marketing Director for the Company since September 2001. From
January 2000 to September 2001, he was a Business Development representative at
Blue Zone Inc. (a technology company). From September 1998 to May 1999 he was a
Business Analyst with RBC Dominion Securities. Mr. J. M. Williams has a bachelor
of Commerce degree from the University of Victoria. Mr. J. M. Williams is the
son of Mr. T. M. Williams the Company'
s Chief Executive Officer.

Mr. C. M. Devereux

has served as Vice-President, Corporate Affairs
for the Company since September 2001. From May 2000 to September 2001, he was
Vice-President, Corporate Affairs at Blue Zone Inc. (a technology company). From
1996 to 2000, he was President of Mill Reef Holdings, a consultancy company.
From 1992 to 1997, he practiced corporate / commercial law in private practice.
Mr. Devereux has a law degree from Osgoode Hall, Toronto, Canada.

Mr. G. Whitton

is now retired. He was Chairman and CEO of
International Verifact Inc. ("
IVI"
) from 1987 to 2000 prior to its merger with
INGENICO of France. IVI was a publicly traded Canadian company which was a major
supplier of point of sale terminals and related equipment for the banking,
retail, and health care industries in Canada and the USA. From 1979 to 1987 Mr.
Whitton was the owner, President and Chairman of Howarth & Smith Ltd., a large
typography, printing and data management company which he sold in 1987.  From
1985 to 1987 he was also

Page 46

the President and CEO of Canadian Telecommunications
Group which was purchased by British Telecom in 1987.  From 1973 to 1979 Mr. Whitton held senior operating positions with Canada Permanent Trust and CIBC. 
From 1962 to 1973 he was with IBM Canada holding various positions in sales,
marketing and data center operations.  Mr. Whitton has a Bachelor of Arts degree
from the Scottish College of Commerce in 1960.

Ms F. Curtis

has served as Compliance Officer and General
Corporate Secretary for Counsel Limited, an Anguillian financial services
corporation, since 1995. She is an active member of the Anguilla Financial
Services Association, and serves on the Compliance Committee. Ms. Curtis has
been working in the financial services industry since 1990. She started at the
brokerage firm, Burns Fry, in Toronto (now Nesbitt Burns, Bank of Montreal). She
completed her Canadian Securities Course and became a licensed Securities Broker
in 1992. She was educated in England, and attended the University of Toronto,
Canada for her undergraduate degree. Ms. Curtis's MBA in Finance & International
Affairs was granted by the Rotman School of Business, University of Toronto.

Mr. P. Nylander

is a senior Advisor to the Unibet Group since 2010. In addition he is Chairman
of Universum AB since 2010. Mr. P Nylander was the CEO of Unibet Group Plc. from
2005 to 2010. From 2003 to 2005, Mr. Nylander was CEO and Managing Partner of
OMD Sweden AB, a subsidiary of the Omnicom Group. From 1994 to 2003, he was CEO
of TV3 Scandinavia and Vice President of Modern Times Group Broadcasting Free
TV. Mr. Nylander has a Bachelor of Science majoring in marketing from the
University of Stockholm.

Mr. H. W. Bromley
,
has served as our Chief Financial Officer since July 2002. From 2000 to 2001,
Mr. Bromley was a Director and the Group Financial Officer for Agroceres & Co.
Ltd. From 1995 - 1999, he was an employee of Ernst & Young working in South
Africa and in the United States of America. Mr. Bromley has in addition worked
for CitiBank, Unilever PLC and Gerrard. Mr. Bromley is also the Chief Financial
Officer for CellStop Systems, Inc. (a security manufacturing company). Mr.
Bromley is a Chartered Accountant.

COMPOSITION OF OUR BOARD OF DIRECTORS

We currently have six directors.

All
directors currently hold office until the next annual meeting of stockholders or
until their successors have been elected and qualified. Our officers are
appointed annually by the Board of Directors and hold office until their
successors are appointed and qualified. Pursuant to the Company's by-laws, the
number of directors shall be increased or decreased from time-to-time by
resolution of the Board of Directors or the shareholders. Mr. J. M. Williams is
the son of Mr. T. M. Williams. There are no other family relationships between
any of the officers and directors of the Company.

COMMITTEES OF OUR BOARD OF DIRECTORS

We currently have three committees of our Board of Directors.

-    Audit Committee - This committee will review the financial statements of
the Company and propose to the board to approve the financial statements. The
Committee meets quarterly to review and approve the quarterly financial
statements and to discuss the affairs of the company with the auditors.

-
    Governance Committee - This committee reviews the ethics policy of the
Company and ensures compliance. It will make recommendations to the board for
improvement in Corporate Governance. In addition it will be this committee to
whom a whistle blower will report.

-
   Compensation Committee - This
committee will propose the appointment and remuneration of the Chief Executive
Officer including salary, stock options, and bonuses.

Page 47

BOARD OF DIRECTORS MEETINGS

Our Board of Directors
met, in person, five times during the last fiscal year and it regularly approves
all material actions required by consent resolutions.

CODE OF ETHICS

On December 21, 2006, the Board of Directors of Bingo.com, Ltd. (the "Board")
adopted a new Code of Business Conduct and Ethics (the "Code"), which applies to
the Company's directors, officers and employees. The Code was adopted to further
strengthen the Company's internal compliance program. The Code addresses among
other things, honesty and integrity, fair dealing, conflicts of interest,
compliance with laws, regulations and policies, including disclosure
requirements under the federal securities laws, and administration of the code.
The code is available at the Company's website at

http://corporate.bingo.com/ under Corporate Governance. A copy of our Code of
Ethics is available upon request at no charge to any shareholder.

DIRECTOR COMPENSATION

The Non Executive Directors receive a cash compensation for their services as
members of the Board of Directors based on a compensation per meeting. During
the year ended December 31, 2010, the Non Executive Directors received
compensation of $7,500 (Fiscal 2009 - $6,000). The Executive directors currently
do not receive cash compensation for their services as members of the Board of
Directors. In addition, both the Non Executive and the Executive Directors are
reimbursed for expenses in connection with attendance at Board of Directors
meetings and specific business meetings.  Directors are eligible to participate
in our stock option plans. Option grants to directors are at the discretion of
the Board of Directors acting upon the recommendation of the Compensation
committee.

SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the
Securities Exchange Act of 1934 requires our directors and executive officers,
and persons who own more than ten percent of a registered class of the Company's
equity securities, to file with the Securities and Exchange Commission (the
"
SEC"
) initial reports of ownership and reports of changes in ownership of
common stock and other equity securities of the Company. Officers, directors and
greater than ten percent stockholders are required by SEC regulation to furnish
us with copies of all Section 16(a) forms they file.

Our officers, directors
and greater than ten percent beneficial owners filed in a timely manner in
accordance with Section 16(a) filing requirements.

Page 48

ITEM 11.  EXECUTIVE COMPENSATION

The following table describes the compensation we paid to our Chief Executive
Officer and directors (the "
Named Executive Officer"
).

SUMMARY COMPENSATION TABLE

|                            |      | Annual Compensation | Long-term
		Compensation |                            
|--------------------------- | ---- | ------------------- | ------------------------ | ---------------------------
|Name and Principal Position | Year | Fees                | Bonus                    | Other Annual
		Compensation
|                            |      | $                   | $                        | $                          
|T.M. Williams -             | 2010 | 58,333              | -                        | -                          
|President and               | 2009 | -                   | -                        | -                          
|CEO (1)                     | 2008 | -                   | -                        | -                          
|J. M. Williams              | 2010 | 157,413             | -                        | -                          
|                            | 2009 | 122,622             | -                        | -                          
|                            | 2008 | 134,101             | -                        | -                          
|C. M. Devereux              | 2010 | 157,416             | -                        | -                          
|                            | 2009 | 122,622             | -                        | -                          
|                            | 2008 | 134,101             | -                        | -                          
|H. W. Bromley               | 2010 | 165,655             | -                        | -                          
|                            | 2009 | 122,622             | -                        | -                          
|                            | 2008 | 134,101             | -                        | -                          

##### 

(1)
All of the
compensation paid to the Named Executive Officer is paid to T.M. Williams (Row),
Ltd. for the services of Mr. T. M. Williams.  See additional discussion in
Employment Arrangements section of Item 11 of this report.

OPTION GRANTS IN THE LAST FISCAL YEAR

During the fiscal year ended December 31, 2010,
we granted to Mr. T. M. Williams, Mr. J. M. Williams, Mr. C. M. Devereux and Mr.
H. W. Bromley stock options to purchase a total of 100,000 shares each of our
common stock at an exercise price of $0.15 per share until September 30, 2015.
During the fiscal year ended December 31, 2010, we granted to Mr. G. Whitton,
Ms. F. Curtis and Mr. P. Nylander stock options to purchase a total of 50,000
shares each of our common stock at an exercise price of $0.15 per share until
September 30, 2015. During the year ended December 31, 2010, no stock options
were exercised by our executive officers and 400,000 stock options held by our
executive officers expired unexercised.

STOCK OPTION PLANS

Our 1999 Stock Option Plan has a total of 1,895,000 shares of our common stock
reserved for issuance upon exercises of options under the plan. As at December
31, 2010, there were nil options outstanding. Options to purchase 1,637,000
shares remained available for future grant under the 1999 Stock Option Plan.

Our 2001 Stock Option Plan has a total of 5,424,726 shares of our common stock
reserved for issuance upon exercises of options under the plan. As at December
31, 2010, there were a total of 3,224,700 stock options with exercise prices
ranging from $0.10 to $0.33 per share issued, of which 1,934,700 options have
been exercised in total as at December 31, 2010. As at December 31, 2010, there
were a total 1,290,000 options outstanding at exercise prices ranging from $0.17
to $0.33 per share. Options to purchase 2,200,026 shares remained available for
future grant under the 2001 Stock Option Plan as at December 31, 2010.

Page 49

During the year ended December 31, 2005, the Company's Board of Directors
adopted the 2005 stock option plan. The plan was approved by the shareholders at
the Annual general meeting held during the year ended December 31, 2005. The
Company has reserved a total of 2,000,000 common shares for issuance under the
2005 stock option plan. As at December 31, 2010, there were a total of 1,305,942
stock options with exercise prices ranging from $0.15 to $0.91 per share issued,
of which 6,250 options have been exercised in total as at December 31, 2010. As
at December 31, 2010, there were a total of 1,299,692 stock options outstanding
at an exercise price ranging between $0.15 and $0.91 per share. Options to
purchase 694,058 shares remained available for future grant under the 2005 Stock
Option Plan as at December 31, 2010.

Our Board of Directors administers the 1999 Stock Option Plan, the 2001 Stock
Option Plan and the 2005 Stock Option Plan (collectively, the "
Stock Option
Plans"
). Our Board is authorized to construe and interpret the provisions of the
Stock Option Plans, to select employees, directors and consultants to whom
options will be granted, to determine the terms and conditions of options and,
with the consent of the grantee, to amend the terms of any outstanding options.

The 1999 stock option plan may be granted to
employees and to such other persons who are not employees as determined by the
1999 stock option plan administrator (the "
Administrator"
).  In determining the
number of shares of our Common Stock subject to each option granted under the
1999 stock option plan, consideration is given to the present and potential
contribution by such person to the success of the Company.  The exercise price
is determined by the Administrator, provided that the exercise price for any
covered employee (as that term is defined for the purposes of Section 162(m) (3)
of the Internal Revenue Code of 1986 as amended (the "
Code"
), may not be less
than the fair market value per share of the Common Stock at the date of grant by
the Administrator.  Each option is for a term not in excess of ten years except
in the case of the death of an optionee, in which case the option is exercisable
for a maximum of twelve months thereafter, or in the case of an optionee ceasing
to be a participant under the 1999 stock option plan for any reason other than
cause or death, in which case the option is exercisable for a maximum of 30 days
thereafter.  The 1999 stock option plan does not provide for the granting of
financial assistance, whether by way of a loan, guarantee or otherwise, by us in
connection with any purchase of shares of Common Stock from the Company.

The 2001 stock option plan provides for the granting to our employees of
incentive stock options and the granting to our employees, directors and
consultants of non-qualified stock options.

During the year ended December 31, 2005, the Company adopted the 2005 Stock
Option Plan. The plan provides for the granting of stock options to the
employees, directors, advisors and consultants of the Corporation to encourage
proprietary interest in the Corporation, to encourage such employees to remain
in the employ of the Corporation or such directors, advisors and consultants to
remain in the service of the Corporation, and to attract new employees,
directors, advisors and consultants with outstanding qualifications.

Our Board determines the terms and provisions of each option granted under the
Stock Option Plans, including the exercise price, vesting schedule, repurchase
provisions, rights of first refusal and form of payment.  In the case of
incentive options, the exercise price cannot be less than 100% (or 110%, in the
case of incentive options granted to any grantee who owns stock representing
more than 10% of the combined voting power of the Company or any of our parent
or subsidiary corporations) of the fair market value of our common stock on the
date the option is granted.  The exercise price of non-qualified stock options
shall not be less than 85% of the fair market value of our common stock.  The
exercise price of options intended to qualify as performance-based compensation
for purposes of Code Section 162(m) shall not be less than 100% of the fair
market value of the stock.  The aggregate fair market value of the common stock

Page 50

with respect to any incentive stock options that are exercisable for the first
time by an eligible employee in any calendar year may not exceed $100,000.

The term of options under the Stock Option Plans will be determined by our
Board; however, the term of an incentive stock option may not be for more than
ten years (or five years in the case of incentive stock options granted to any
grantee who owns stock representing more than 10% of the combined voting power
of the Company or any of our parent or subsidiary corporations).  Where the
award agreement permits the exercise of an option for a period of time following
the recipient's termination of service with us, disability or death, that option
will terminate to the extent not exercised or purchased on the last day of the
specified period or the last day of the original term of the option, whichever
occurs first.

If a third party acquires the Company through the purchase of all or
substantially all of our assets, a merger or other business combination, except
as otherwise provided in an individual award agreement, all unexercised options
will terminate unless assumed by the successor corporation.

EMPLOYMENT ARRANGEMENTS

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

The term of the amended Williams Agreement is for a period of one year, unless
terminated sooner by any of the parties under the terms and conditions contained
in the amended Williams Agreement. If the amended Williams Agreement is not
terminated by any of the parties, the term may be renewed for a further one year
period at the option of T.M. Williams (Row), Ltd., on substantially the same
terms and conditions, by giving three months notice in writing to the Company.
The agreement was renewed for a further one year period on August 1, 2010. This
contract is for the provision of services by Mr. Williams as President and Chief
Executive Officer of the Company.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information known to us with respect to
beneficial ownership of our common stock as of March 22, 2011, by:

-     each person known
by us to beneficially owns 5% or more of our outstanding common stock;

-     each of our
directors;

-     each of the Named
Executive Officers; and

-     all of our
directors and Named Executive Officers as a group.

In general, a person is deemed to be a "
beneficial owner"
 of a security if that
person has or shares the power to vote or direct the voting of such security, or
the power to dispose or direct the disposition of such security. In computing
the number of shares beneficially owned by a person and the percentage ownership
of that person, shares of common stock subject to options or debentures held by
that person that are currently exercisable or convertible or exercisable or
convertible within 60 days of March 22, 2011, are deemed outstanding.

Percentage of beneficial ownership is based upon 63,877,703shares of
common stock outstanding at March 22, 2011. To our knowledge, except as set
forth in the footnotes to this table

Page 51

and subject to applicable community
property laws, each person named in the table has sole voting and investment
power with respect to the shares set forth opposite such person'
s name.

|Name and Address of Beneficial Owner                                                               | Number of Shares Beneficially Owned |     | Percent of Class
|-------------------------------------------------------------------------------------------------- | ----------------------------------- | --- | ----------------
|T. M. Williams
		#7 Brimingin Drive
		North Side
		The Valley, TV1 02P
		Anguilla, B. W. I.        | 3,437,558                           | (1) | 5%              
|                                                                                                   |                                     |     |                 
|J. M. Williams
		17 Bridgewater House
		6-9 Bridgewater Square
		London, EC2Y 8AG
		United Kingdom | 708,200                             | (2) | 1%              
|                                                                                                   |                                     |     |                 
|C. M. Devereux
		10 - 3036 West 4th Avenue
		Vancouver, BC, V6K 1R4
		Canada                       | 604,500                             | (3) | 1%              
|                                                                                                   |                                     |     |                 
|H. W. Bromley
		3851 Edgemont Boulevard
		North Vancouver BC, V7R 2P9
		Canada                     | 825,000                             | (4) | 1%              
|                                                                                                   |                                     |     |                 
|All directors and Named Executive
		Officers as a group (4 persons)                                | 5,556,758                           |     | 8%              
|                                                                                                   |                                     |     |                 
|Bingo, Inc.
		P.O. Box 727, Landsome Road
		The Valley,
		Anguilla, B.W.I.                         | 18,896,831                          | (5) | 28%             
|                                                                                                   |                                     |     |                 
|Unibet Group Plc.
		Fawwara Buildings
		Msira Road
		Gzira
		GZR1402
		Malta                       | 15,000,000                          | (6) | 22.6%           
|                                                                                                   |                                     |     |                 
|Pendinas Ltd.
		Ballacarrick, Pooilvaaish Road
		Castletown, IM9 4PJ
		Isle of Man                 | 7,675,999                           | (7) | 12%             
|                                                                                                   |                                     |     |                 
|G. R. Williams
		Ballacarrick, Pooilvaaish Road
		Castletown, IM9 4PJ
		Isle of Man                | 4,287,000                           | (8) | 6%              

Page 52

(1)
Includes 25,000 shares of common stock that may be issued upon the
exercise of 25,000 stock purchase options with an exercise price of $0.91 per
share,100,000 shares of common stock that may be issued upon the exercise of
100,000 stock purchase options with an exercise price of $0.33 per share,
100,000 shares of common stock that may be issued upon the exercise of 100,000
stock purchase options with an exercise price of $0.31 per share, 100,000 shares
of common stock that may be issued upon the exercise of 100,000 stock purchase
options with an exercise price of $0.17 per share and 100,000 shares of common
stock that may be issued upon the exercise of 100,000 stock purchase options
with an exercise price of $0.15 per share,. Also includes 3,012,558 shares held
directly by Mr. T. M. Williams. Mr. T. M. Williams is the potential beneficiary
of certain discretionary trusts that hold approximately 80% of the shares of a
private holding company.  If 80% of the shares of common stock beneficially
owned by the private holding company are included here, Mr. T. M. William'
s
beneficial ownership changes to 15,117,465 shares, representing 28% of the
Class.

(2)
Includes 25,000 shares of common stock that may be issued upon the
exercise of 25,000 stock purchase options with an exercise price of $0.91 per
share, 175,000 shares of common stock that may be issued upon the exercise of
175,000 stock purchase options with an exercise price of $0.27 per share,
100,000 shares of common stock that may be issued upon the exercise of 100,000
stock purchase options with an exercise price of $0.31 per share 100,000 shares
of common stock that may be issued upon the exercise of 100,000 stock purchase
options with an exercise price of $0.17 per share and 100,000 shares of common
stock that may be issued upon the exercise of 100,000 stock purchase options
with an exercise price of $0.15 per share.  Also includes 208,200 shares held
directly by Mr. J. M. Williams. Mr. J. M. Williams is the potential beneficiary
of certain discretionary trusts that hold approximately 80% of the shares of a
private holding company.  If 80% of the shares of common stock beneficially
owned by the private holding company are included here, Mr. J. M. William'
s
beneficial ownership changes to 15,117,465 shares, representing 24% of the
Class.

(3)
Includes 25,000 shares of common stock that may be issued upon the
exercise of 25,000 stock purchase options with an exercise price of $0.91 per
share, 175,000 shares of common stock that may be issued upon the exercise of
175,000 stock purchase options with an exercise price of $0.27 per share,
100,000 shares of common stock that may be issued upon the exercise of 100,000
stock purchase options with an exercise price of $0.31 per share, 100,000 shares
of common stock that may be issued upon the exercise of 100,000 stock purchase
options with an exercise price of $0.17 per share and 100,000 shares of common
stock that may be issued upon the exercise of 100,000 stock purchase options
with an exercise price of $0.15 per share.  Also includes 104,500 shares held
directly by Mr. C. M. Devereux.

(4)
Includes 25,000 shares of common stock that may be issued upon the
exercise of 25,000 stock purchase options with an exercise price of $0.91 per
share, 175,000 shares of common stock that may be issued upon the exercise of
175,000 stock purchase options with an exercise price of $0.33 per share,100,000
shares of common stock that may be issued upon the exercise of 100,000 stock
purchase options with an exercise price of $0.31 per share, 100,000 shares of
common stock that may be issued upon the exercise of 100,000 stock purchase
options with an exercise price of $0.17 per share and 100,000 shares of common
stock that may be issued upon the exercise of 100,000 stock purchase options
with an exercise price of $0.15 per share.  Also includes 325,000 shares held
directly by Mr. H. W. Bromley.

(5)
Includes 18,896,831 shares held directly by Bingo, Inc., a private
holding company.

(6)
Includes 15,000,000 shares held directly by Unibet Group Plc. which is
listed on NASDAQ OMX Nordic Exchange in Stockholm.

(7)
Includes 7,675,999 shares held directly by Pendinas Ltd., a
company wholly owned by Mr. G. R. Williams.

(8)
Includes 4,287,000 shares held directly by G. R. Williams. Mr. G.
R. Williams is not related to Mr. T. M. Williams nor Mr. J. M. Williams.

Page 53

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The Company has a liability for $3,860 (2009 - $2,897) to a company owned by a
current director and officer of the Company for payment of services rendered and
expenses incurred by a current director and officer of the Company.

The Company has a liability of $113 (2009 - $1,616), to a director and officer
of the Company for payment of services rendered and expenses incurred by the
director and officer of the Company.

Payments made to Bingo, Inc. in relation to the domain name purchase payment
totaled $66,920 during the year ended December 31, 2010 (2009 - $235,261). As at
December 31, 2010, the Company has a liability of $nil (2009 - $61,805) to
Bingo, Inc. During the year ended December 31, 2010, the Company acquired the
remaining Domain Name Purchase payments for 6,000,000 shares at $0.15 per share
with a value of $900,000.

The Company has a
liability of $500 (December 31, 2009 - $3,000), to independent directors of the
Company for payment of services rendered.

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

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND
SERVICES

During the year ended December 31, 2010, the Company incurred fees of $46,883
(2009 - $50,650) from the principal accountant during fiscal 2010 -  Davidson &
Company LLP, $46,883 of these fees related to audit fees (2009 - $50,650).

Our Audit Committee reviewed the audit and non-audit services rendered by
Davidson & Company LLP, during the periods set forth above and concluded that
such services were compatible with maintaining the auditors'
 independence. All
audit and non-audit services performed by our independent accountants are
pre-approved by our Audit Committee to assure that such services do not impair
the auditors'
 independence from us.

PART IV

ITEMS 15.  EXHIBITS

The exhibits
required by Item 601 of Regulation S-K are listed in the accompanying Exhibit
Index at the end of this report.  Each management contract or compensatory plan
or arrangement required to be filed as an exhibit to this Form 10-K has been
identified.

Page 54

## SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

BINGO.COM, LTD.



By:       /s/ T. M. Williams

T. M. Williams

President and Chief Executive Officer



Date:    March 22, 2011

Pursuant to
the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.

|Signature | Title | Date
|--------- | ----- | ----

By:       /s/ T. M. Williams
            President and Chief                   March 22, 2011

T. M. Williams                         
Executive Officer and

Director (Principal

Executive Officer)





By:       /s/ H. W. BromleyChief Financial Officer              March 22, 2011

H. W. Bromley
                       (Principal Financial and

Principal Accounting
Officer)

Page 55

EXHIBIT 31.1

CERTIFICATIONS

I, T. M. Williams, certify that:

1.   I have reviewed this annual report on Form 10-K 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
annual 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 December 31, 2010, covered by this annual report based on such
evaluation; and

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

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

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

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



Signed:/s/ T. M. Williams


                                                            Date :March 22, 2011

T. M. Williams, Chairman of the Board,

Chief Executive Officer, President and Secretary

(Principal Executive Officer)

Page 56

EXHIBIT 31.2



CERTIFICATIONS

I, H. W. Bromley, certify that:

1.   I have reviewed this annual report on Form
10-K 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
annual 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 December 31, 2010, covered by this annual 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 :March 22, 2011

H.W. Bromley,

Chief Financial Officer

(Principal Accounting Officer)

Page 57

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 Annual Report of
Bingo.com, Ltd. (the "
Company"
) on Form 10-K for the period ended

December
 31, 2010, as filed with the
Securities and Exchange Commission on the date hereof (the "
Report"
), I, T. M.
Williams, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:



a)   

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



b)  

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





/s/ T. M.
Williams

T. M. Williams

President and Chief
Executive Officer

March 22, 2011

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



Page 58

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 Annual Report of
Bingo.com, Ltd. (the "
Company"
) on Form 10-K for the period ended

December
 31, 2010, 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

March 22, 2011



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



Page 59

EXHIBIT LIST

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

|Exhibit Number | Description                                                                                                                                                                                                   
|-------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.4            | Convertible Debenture between the
		Company and unrelated parties dated July 2, 2002. (b)                                                                                                                     
|4.5            | Common Stock Purchase Warrant between
		the Company and unrelated parties dated July 2, 2002. (b)                                                                                                             
|10.2           | Asset Purchase Agreement by and
		between Bingo, Inc. and Progressive Lumber, Corp. dated January 18,
		1999. (a)                                                                                             
|10.24          | Amended Consulting Agreement dated
		February 28, 2002, between the Company, T.M. Williams (Row), Ltd., and
		T.M. Williams. (c)                                                                              
|10.29          | Amendment of Asset Purchase Agreement
		dated July 1, 2002. (d)                                                                                                                                               
|10.32          | Code of Business Conduct and Ethics
		dated December 22, 2006. (e)                                                                                                                                            
|10.33          | Amended Consulting Agreement dated June
		16, 2010, between the Company, T.M. Williams (Row), Ltd., and T.M.
		Williams. (f)                                                                                  
|10.34          | Executive
		Summary of Comprehensive Valuation Report by Evans & Evans Inc. on the
		Bingo.com, Ltd. 4% Domain Name Purchase Payments. (g)                                                                    
|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 March 22, 2011.
|31.2           | Certificate of Chief Financial Officer
		pursuant to the Securities Exchange Act Rules 13a-15(e) and 15d -15(e)
		as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
		dated March 22, 2011.
|32.1           | Certification from the Chief Executive
		Officer of Bingo.com, Inc. pursuant to 18 U.S.C. Section 1350, as
		adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated
		March 22, 2011.        
|32.2           | Certification from the Chief Financial
		Officer of Bingo.com, Inc. pursuant to 18 U.S.C. Section 1350, as
		adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated
		March 22, 2011.        

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

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

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

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

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

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

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

Page 60