UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

Form
10-K/A

(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, 2008

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.)



National
  Bank of Anguilla Corporate Building, 1St Floor

St
  Mary's Road, TV1 02P

The Valley, Anguilla, B.W.I

(Address
  of principal executive offices)



(264)
      461-2646

(Issuer's
  telephone number, 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 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.                                         $5,649,565                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|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 December 7, 2009, being $0.14 per share:
			$1,868,963. The
			number of shares of the issuer's common stock outstanding on
			December 7, 2009, was
			41,517,703. 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 41,517,703 as of December 7, 2009.                                                                                                                                                                                                                                                                                                                                                                                          
|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.                                                         



EXPLANATORY NOTE

Bingo.com, Ltd. (the "Company")
is filing this Amendment No. 1 on Form 10-K to amend our Annual Report on Form
10-K for the fiscal year ended December 31, 2008, which was originally filed
with the US Securities and Exchange commission (the "SEC") on March 31, 2009.
(the "Original Filing") The purpose of this Amendment No.1 is to respond to
certain comments received from the staff of the SEC. The following sections of
the Original Filing have been revised to reflect the staff's comments:

-        
Audit report - This has been amended.

-        
The Consolidated balance sheet - This has been amended to include the
receivable for the sale of US players in the allowance for doubtful accounts

-        
The Consolidated Statement of Operations - The presentation has been
amended to reflect the Company service activity rather than a manufacturer of
goods.

-        
Item 9A Controls - to include management's assessment on internal
controls.

-        
Revision of the Section 302 Certifications included as Exhibit 31;
Section 302 Certifications and the Section 906 Certification, included as
Exhibit 32, are currently dated.

Item 7 Financial statements has been presented in full for
comparative and understanding purposes.

This Amendment No.1 does not
reflect events that that occurred after the filing of the Original Filing and
does not modify or update the disclosure therein in any way other than as
required to reflect the matters set forth above. Accordingly, this Form 10-K/A
does not reflect events occurring after the filing of the Original Filing or
modify or update those disclosures affected by subsequent events or discoveries
and information contained in the Original Filing and not affected by these
restatements and reclassifications are unchanged. Events occurring after the
filing of the Original Filing or other disclosures necessary to reflect
subsequent events have been or will be addressed in the Company's reports filed
subsequent to the Original Filing. This Form 10-K/A should be read in
conjunction with the Company's filings made with the Securities and Exchange
Commission subsequent to the filing of the Original Filing.



2

PART I

This Annual Report on Form 10-KSB 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 7. FINANCIAL
	STATEMENTS.

3

BINGO.COM,
  LTD. and subsidiaries

Consolidated
  Financial Statements

Years ended
	December 31, 2008 and 2007



|Report
        of Independent Registered Public Accounting Firm | 5 
|--------------------------------------------------------------- | --
|Consolidated
  Financial Statements                             |   
|Balance
        Sheets                                          | 6 
|Statements
        of Operations                                | 7 
|Statements
        of Stockholders' Equity                      | 8 
|Statements
        of Cash Flows                                | 9 
|Notes
        to Consolidated Financial Statements              | 10

4

Dohan and
	Company                                                                                                
	7700 North Kendall Drive, #200

Certified Public
Accountants                                                                            
        Miami, Florida 33156-7578

A Professional
Association                                                                                 
     
Telephone       (305) 274-1366

Facsimile         (305) 274-1368

Email               info@uscpa.com

Internet           www.uscpa.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and
Stockholders

Bingo.com, Ltd. and
Subsidiaries

The Valley, Anguilla,
B.W.I.

We have audited the accompanying consolidated balance sheets of Bingo.com,
Ltd. and Subsidiaries as of December 31, 2008 and 2007, and the related
consolidated statements of operations, stockholders equity and cash flows for
the years then ended December 31, 2008 and 2007. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated 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 audit to obtain reasonable assurance about whether
the consolidated 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 audit 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 consolidated financial statements. An audit also includes
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 Bingo.com,
Ltd. and Subsidiaries as of December 31, 2008 and 2007, and the results of their
operations and their cash flows for the 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 working capital of approximately $124,495 and an
accumulated deficit of approximately $12,263,550 for the year ended December 31,
2008. 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.



/s/Dohan and
Company, CPA's



Miami, Florida

March 25, 2009

5

BINGO.COM,
  LTD. and subsidiaries

Consolidated
	Balance Sheets

|December 31,                                                                                                                                      |  |   | 2008         |  |   | 2007        
|------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | ------------ |  | - | ------------
|Assets                                                                                                                                            |  |   |              |  |   |             
|Current assets:                                                                                                                                   |  |   |              |  |   |             
|Cash                                                                                                                                              |  | $ | 412,002      |  | $ | 744,596     
|Accounts receivable,
			less allowance for doubtful accounts
			$837,050 (2007 - $936,828)
			(Note 4)                                            |  |   | 43,239       |  |   | 143,186     
|Prepaid expenses                                                                                                                                  |  |   | 123,650      |  |   | 123,453     
|Total Current Assets                                                                                                                              |  |   | 578,891      |  |   | 1,011,235   
|                                                                                                                                                  |  |   |              |  |   |             
|Equipment, net (Note 5)                                                                                                                           |  |   | 199,367      |  |   | 129,568     
|                                                                                                                                                  |  |   |              |  |   |             
|Other assets                                                                                                                                      |  |   | 122,335      |  |   | 110,878     
|                                                                                                                                                  |  |   |              |  |   |             
|Domain name rights and
			intangible assets (Note 6)                                                                                              |  |   | 1,257,241    |  |   | 1,265,068   
|                                                                                                                                                  |  |   |              |  |   |             
|Deferred tax asset, less
			valuation allowance of $278,421
			(2007 - $754,719) (Note
			9)                                                      |  |   | -            |  |   | -           
|                                                                                                                                                  |  |   |              |  |   |             
|Total Assets                                                                                                                                      |  | $ | 2,157,834    |  | $ | 2,516,749   
|                                                                                                                                                  |  |   |              |  |  
|Liabilities and
			Stockholders' Equity                                                                                                           |  |   |              | 
|Current liabilities:                                                                                                                              |  |   |              |  |   |             
|Accounts payable                                                                                                                                  |  | $ | 121,208      |  | $ | 170,833     
|Accrued liabilities                                                                                                                               |  |   | 99,031       |  |   | 67,021      
|Accounts payable and
			accrued liabilities - related party (Note 10)                                                                             |  |   | 22,336       |  |   | 24,772      
|Provision for
			progressive jackpots                                                                                                             |  |   | 159,798      |  |   | 32,263      
|Players float                                                                                                                                     |  |   | 52,023       |  |   | 68,223      
|Total Current Liabilities                                                                                                                         |  |   | 454,396      |  |   | 363,112     
|                                                                                                                                                  |  |   |              |  |   |             
|Commitments (Note 8)                                                                                                                              |  |   |              |  |   |             
|Contingent
			liabilities (Notes 12, 13 and 14)                                                                                                   |  |   |              |  |   |             
|                                                                                                                                                  |  |   |              |  |   |             
|Stockholders' equity
			(Note 7):                                                                                                                 |  |   |              |  |   |             
|Common stock, no par
			value, unlimited shares authorized,
			36,200,203 shares
			issued and outstanding
			(December 31, 2007 -
			34,025,703) |  |   | 13,942,408   |  |   | 13,235,820  
|Accumulated
			deficit                                                                                                                            |  |   | (12,263,550) |  |   | (11,106,763)
|Accumulated other
			comprehensive loss:
			Foreign currency
			translation adjustment                                                            |  |   | 24,580       |  |   | 24,580      
|Total Stockholders'
			Equity                                                                                                                     |  |   | 1,703,438    |  |   | 2,153,637   
|                                                                                                                                                  |  |   |              |  |   |             
|Total Liabilities and
			Stockholders' Equity                                                                                                     |  | $ | 2,157,834    |  | $ | 2,516,749   
|                                                                                                                                                  |  |   |              |  |   |             

See accompanying notes to consolidated financial statements.

6

BINGO.COM,
  LTD. and subsidiaries

Consolidated
	Statements of Operations

|Years ended December 31,                                                  |  |   | 2008        |  |   | 2007       
|------------------------------------------------------------------------- |  | - | ----------- |  | - | -----------
|                                                                          |  |   |             |  |   |            
|Advertising revenue                                                       |  | $ | 275,847     |  | $ | 143,646    
|Gaming revenue                                                            |  |   | 5,373,718   |  |   | 2,226,099  
|Total revenue                                                             |  |   | 5,649,565   |  |   | 2,369,745  
|                                                                          |  |   |             |  |   |            
|Operating expenses:                                                       |  |   |             |  |   |            
|Cost of producing revenue                                                 |  |   | 3,791,218   |  |   | 1,404,851  
|Depreciation and
			amortization                                          |  |   | 58,133      |  |   | 61,892     
|General and
			administrative                                             |  |   | 553,486     |  |   | 448,646    
|Provision for doubtful
			accounts                                        |  |   | -           |  |   | (107,486)  
|Salaries, wages,
			consultants and benefits                              |  |   | 1,008,271   |  |   | 868,120    
|Stock based
			compensation                                               |  |   | 86,544      |  |   | 122,068    
|Selling and marketing                                                     |  |   | 1,291,032   |  |   | 1,239,676  
|Total operating expenses                                                  |  |   | 6,788,684   |  |   | 4,037,767  
|                                                                          |  |   |             |  |   |            
|Loss before other income
			(expense) and income taxes                    |  |   | (1,139,119) |  |   | (1,668,022)
|                                                                          |  |   |             |  |   |            
|Other income (expense):                                                   |  |   |             |  |   |            
|Foreign exchange
			losses                                                |  |   | (158,133)   |  |   | (19,011)   
|Gain on settlement
			of debt                                             |  |   | 65,252      |  |   | 101,509    
|Loss on disposal of
			equipment                                          |  |   | (7,042)     |  |   | -          
|Interest income                                                           |  |   | 19,054      |  |   | 22,083     
|Other income                                                              |  |   | 201         |  |   | 11,098     
|Profit from sale of US
			players and relatedassets (Note 3)              |  |   | 63,000      |  |   | 120,000    
|                                                                          |  |   |             |  |   |            
|Loss before income taxes                                                  |  |   | (1,156,787) |  |   | (1,432,343)
|                                                                          |  |   |             |  |   |            
|Income tax expense                                                        |  |   | -           |  |   | -          
|                                                                          |  |   |             |  |   |            
|Net loss                                                                  |  | $ | (1,156,787) |  | $ | (1,432,343)
|                                                                          |  |   |             |  |   |            
|Net loss
			per common share, basic and diluted (Note 2)                  |  | $ | (0.03)      |  | $ | (0.04)     
|                                                                          |  |   |             |  |   |            
|Weighted average common
			shares outstanding, basic and diluted (Note 2) |  |   | 35,092,369  |  |   | 32,784,405 

See accompanying
	notes to consolidated financial statements.

7

BINGO.COM,
  LTD. and subsidiaries

Consolidated
	Statements of Stockholders' Equity

Years ended
	December 31, 2008 and 2007

|                                        | Common
			stock |                 | Accumulated Other Comprehensive loss |                                           
|--------------------------------------- | --------------- | --------------- | ------------------------------------ | ------------------------------------------
|                                        | Shares          | Amount          | Accumulated  (Deficit)               | Foreign
			currency translation adjustment
|Balance, December 31, 2006              | 27,640,553      | $
			11,574,851 | $
			(9,674,420)                     | $
			24,580                               
|                                        |                 |                 |                                      |                                           
|Private placement                       | 6,000,000       | 1,500,000       | -                                    | -                                         
|                                        |                 |                 |                                      |                                           
|Exercise of stock options               | 385,150         | 27,582          | -                                    | -                                         
|                                        |                 |                 |                                      |                                           
|Stock-based compensation                | -               | 122,068         | -                                    | -                                         
|                                        |                 |                 |                                      |                                           
|Issuance of consultant stock
			options | -               | 11,319          | -                                    | -                                         
|                                        |                 |                 |                                      |                                           
|Net
			loss                             | -               | -               | (1,432,343)                          | -                                         
|Balance, December 31, 2007              | 34,025,703      | $13,235,820     | $(11,106,763)                        | $
			24,580                               
|                                        |                 |                 |                                      |                                           
|Private placement                       | 2,000,000       | 600,000         | -                                    | -                                         
|                                        |                 |                 |                                      |                                           
|Exercise of stock options               | 174,500         | 8,725           | -                                    | -                                         
|                                        |                 |                 |                                      |                                           
|Stock-based compensation                | -               | 86,544          | -                                    | -                                         
|                                        |                 |                 |                                      |                                           
|Issuance of consultant stock
			options | -               | 11,319          | -                                    | -                                         
|                                        |                 |                 |                                      |                                           
|Net
			loss                             | -               | -               | (1,156,787)                          | -                                         
|Balance, December 31, 2008              | 36,200,203      | $13,942,408     | $(12,263,550)                        | $
			24,580                               

See accompanying notes to consolidated financial statements.

8

BINGO.COM,
  LTD. and subsidiaries

Consolidated
	Statements of Cash Flows

|Years
			ended December 31,                                                    |  |   | 2008        |   | 2007       
|------------------------------------------------------------------------------ |  | - | ----------- | - | -----------
|Cash
			flows from operating activities:                                       |  |   |             |   |            
|Net
			loss                                                                    |  | $ | (1,156,787) | $ | (1,432,343)
|Adjustments to reconcile net loss to net cash used in
			operating activities: |  |   |             |   |            
|Depreciation and amortization                                                  |  |   | 58,133      |   | 61,892     
|Gain on settlement of debt                                                     |  |   | (65,252)    |   | (101,509)  
|Loss on disposal of equipment                                                  |  |   | 7,042       |   | -          
|Stock-based compensation                                                       |  |   | 86,544      |   | 122,068    
|Issuance of consultant stock option                                            |  |   | 11,319      |   | 11,319     
|Profit from the sale of US players and related assets                          |  |   | (63,000)    |   | (120,000)  
|Changes in operating assets and liabilities:                                   |  |   |             |   |            
|Accounts receivable                                                            |  |   | 99,947      |   | 64,812     
|Prepaid expenses                                                               |  |   | (197)       |   | 45,411     
|Other assets                                                                   |  |   | (11,457)    |   | (80,591)   
|Accounts payable and accrued liabilities                                       |  |   | 45,201      |   | (68,984)   
|Provision for progressive jackpots                                             |  |   | 127,535     |   | 32,263     
|Players float                                                                  |  |   | (16,200)    |   | 68,223     
|Net
			cash used in operating activities                                       |  |   | (877,172)   |   | (1,397,439)
|                                                                               |  |   |             |   |            
|Cash
			flows from investing activities:                                       |  |   |             |   |            
|Acquisition of equipment                                                       |  |   | (127,147)   |   | (25,405)   
|Proceeds from sale of US players and related assets                            |  |   | 63,000      |   | 120,000    
|Proceeds on disposal of equipment                                              |  |   | -           |   | 112        
|Net
			cash (used in) provided by investing activities                         |  |   | (64,147)    |   | 94,707     
|                                                                               |  |   |             |   |            
|Cash
			flows from financing activities:                                       |  |   |             |   |            
|Exercise of stock options                                                      |  |   | 8,725       |   | 27,582     
|Private placement                                                              |  |   | 600,000     |   | 1,500,000  
|Repayment of loans and notes payable                                           |  |   | -           |   | (1,457)    
|Net
			cash provided by financing activities                                   |  |   | 608,725     |   | 1,526,125  
|                                                                               |  |   |             |   |            
|Change
			in cash                                                              |  |   | (332,594)   |   | 223,393    
|                                                                               |  |   |             |   |            
|Cash,
			beginning of year                                                     |  |   | 744,596     |   | 521,203    
|Cash,
			end of year                                                           |  | $ | 412,002     | $ | 744,596    
|                                                                               |  |   |             |   |            
|Supplementary information:                                                     |  |   |             |   |            
|Interest paid                                                                  |  | $ | -           | $ | -          
|Income taxes paid                                                              |  | $ | -           | $ | -          
|                                                                               |  |   |             |   |            
|Non-cash transactions:                                                         |  |   |             |   |            
|Acquisition of equipment in exchange for settlement of debt                    |  | $ | -           | $ | 10,878     

See accompanying notes to consolidated financial statements.

9

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended
	December 31, 2008 and 2007


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 providing 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.

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, 2008 and 2007, and has an accumulated deficit of
	$12,263,550 as at December 31, 2008.

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

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

10

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended
	December 31, 2008 and 2007


2.    Summary
	of significant accounting policies:

(a)

	   
	Basis of
	presentation:

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

(b)

	  
	Use of
	estimates:

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

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

(c)

	  Revenue recognition:

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

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

(d)

	  Foreign currency:

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

11

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended
	December 31, 2008 and 2007


2.     

	Summary of significant accounting policies (Continued):

(d)  Foreign
	currency: (Continued)

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

(e)

	  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.

(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, 2008, was $nil (2007 -
	$nil). Bad Debt recovery for the year ended December 31, 2008, was $nil
	(2007 - $107,486). A provision for doubtful accounts, in relation to the
	sale of US players (Note 3) of $837,050 (2007 - $936,828).

(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.

(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 2008 totaled $79,833
	(2007 - $221,763).

(i)  
	Stock-based compensation:

Effective January 1, 2006, the Company adopted SFAS No. 123(R), "Share-Based
	Payment" ("SFAS 123(R)") and related interpretations which superseded APB
	No. 25. SFAS 123(R) requires that all stock-based compensation be recognized
	as an expense in the

12

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended
	December 31, 2008 and 2007


2.   Summary
	of significant accounting policies (Continued):

(i)  
	Stock-based compensation: (Continued)

financial
	statements and that such cost be measured at the fair value of the award.
	This statement was adopted using the modified prospective method, which
	requires the Company to recognize compensation expense on a prospective
	basis.

Therefore,
	prior period financial statements have not been restated. Under this method,
	in addition to reflecting compensation expense for new share-based awards,
	an expense is also recognized to reflect the remaining service period of
	awards that had been included in pro-forma disclosures in prior periods.

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:

|                                   |  | 2008          |  | 2007         
|---------------------------------- |  | ------------- |  | -------------
|Expected dividend yield            |  | -             |  | -            
|Expected stock price
			volatility |  | 82 - 91%      |  | 90 - 101%    
|Weighted average volatility        |  | 127%          |  | 134%         
|Risk-free interest rate            |  | 3.36 - 4.52%  |  | 4.45 - 4.68% 
|Expected life of options           |  | 2.5 - 5 years |  | 2.5 - 5 years
|Block discount applied             |  | 40%           |  | 40%          

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

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

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

(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

13

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended
	December 31, 2008 and 2007


2.   Summary
	of significant accounting policies (Continued):

(k)  Income
	taxes: (Continued)

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.

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:

Statement of
	Financial Accounting Standards No. 128, "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.

The earnings per share data for the year
	ended December 31, 2008 and 2007 are summarized as follows:

|                                                                                      |   | 2008        |   | 2007       
|------------------------------------------------------------------------------------- | - | ----------- | - | -----------
|Net loss for the year -
			as reported                                                | $ | (1,156,787) | $ | (1,432,343)
|                                                                                      |   |             |   |            
|Basic earnings per
			share weighted average number			of common shares
			outstanding |   | 35,092,369  |   | 32,784,405 
|                                                                                      |   |             |   |            
|Effect of
			dilutive securities                                                      |   |             |   |            
|Stock Options                                                                         |   | 1,227,167   |   | 2,019,328  
|                                                                                      |   |             |   |            
|Diluted earnings per
			share weighted average number of common shares outstanding    |   | 36,319,536  |   | 34,803,733 

14

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended
	December 31, 2008 and 2007


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 SFAS 142, where companies are no longer required to amortize indefinite
	life assets but instead test the indefinite intangible asset for impairment
	at least annually. The capitalized
	amount is based on the net present value of the minimum payments permitted
	under the terms of the purchase agreement. The domain name is tested
	for impairment by comparing the 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 SFAS 157 Fair
		Value Measurements, that the fair value of the domain name exceeded the
		carrying value and therefore no impairment existed for
	the years presented. The Company capitalized the cost of the email list as
	an intangible asset and is amortizing the cost over the life of the contract
	(five years).

(n)  New
	accounting pronouncements:

In December
	2007 the FASB issued Statement No. 141(R) "Business Combinations" ("FAS
	141(R)"). FAS 141(R) requires the acquiring entity in a business combination
	to recognize the full fair value of assets acquired and liabilities assumed
	in the transaction (whether a full or partial acquisition); establishes the
	acquisition-date fair value as the measurement objective for all assets
	acquired and liabilities assumed; requires expensing of most transaction and
	restructuring costs; and requires the acquirer to disclose to investors and
	other users all of the information needed to evaluate and understand the
	nature and financial effect of the business combination. FAS 141(R) applies
	prospectively to business combinations for which the acquisition date is on
	or after January 1, 2009. The impact of FAS No. 141R on the consolidated
	financial statements will depend upon the nature, terms and size of the
	acquisitions we consummate after the effective date.

In December
	2007, the FASB issued SFAS No. 160. "Noncontrolling Interests in
	Consolidated Financial Statements-an Amendment of ARB No. 51" ("SFAS No.
	160"). SFAS No. 160 establishes accounting and reporting standards
	pertaining to ownership interests in subsidiaries held by parties other than
	the parent, the amount of net income attributable to the parent and to the
	noncontrolling interest, changes in a parent's ownership interest, and the
	valuation of any retained noncontrolling equity investment when a subsidiary
	is deconsolidated. This statement also establishes disclosure requirements
	that clearly identify and distinguish between the interests of the parent
	and the interests of the noncontrolling owners. SFAS No. 160 is effective
	for fiscal years beginning on or after December 15, 2008. The Company does
	not expect SFAS No. 160 to have a material impact on the Company's
	consolidated financial statements.

In March 2008,
	the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and
	Hedging Activities" ("SFAS 161").  SFAS 161 amends and expands the
	disclosure requirements in SFAS 133, "Accounting for Derivative Instruments
	and Hedging

15

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended
	December 31, 2008 and 2007


2.   Summary of significant
	accounting policies (Continued):

(n)  New
	accounting pronouncements: (Continued)

Activities"
	but
	does not change SFAS 133's scope or accounting. SFAS 161 requires
	qualitative, quantitative, and credit-risk disclosures.
	SFAS
	No. 161 requires enhanced disclosures about an entity's derivative and
	hedging activity. Entities are required to provide enhanced disclosures
	about how and why they use derivative instruments, how derivative
	instruments and related hedged items are accounted for under SFAS No. 133
	and how derivative instruments and related hedged items affect an entity's
	financial position, financial performance and cash flows.
	SFAS 161 is
	effective for fiscal years and interim periods beginning after November 15,
	2008, the year beginning December 28, 2008, for the Company. The Company is
	currently evaluating the impact of adopting the Statements on its results of
	operations and financial position.

In December
	2008, the FASB issued FSP No. FAS 132(R)-1 ("FSP FAS 132(R)-1"), "Employers
	Disclosures about Postretirement Benefit Plan Assets," which expands the
	disclosure requirements about plan assets for defined benefit pension plans
	and postretirement plans.  FSP FAS 132(R)-1 is effective for financial
	statements issued for fiscal years ending after December 15, 2009, the year
	ending December 26, 2009 for the Company.

On May 9,
	2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
	Accounting Principles" ("SFAS No. 162") which reorganizes the generally
	accepted accounting principles ("GAAP") hierarchy as detailed in the
	statement. The purpose of the new standard is to improve financial reporting
	by providing a consistent framework for determining what accounting
	principles should be used when preparing U.S. GAAP financial statements.
	SFAS No. 162 became effective on November 15, 2008. The Company does not
	expect the adoption of SFAS No. 162 to effect the financial position,
	results of operations or cash flows of the Company.

(o) 
	Financial instruments:

(i)  Fair
	values:

The fair value
	of cash, accounts receivable, accounts payable, accrued liabilities,
	unearned revenue and amounts due to related parties approximate their
	financial statement carrying amounts due to the short-term maturities of
	these instruments.

(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.

16

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended
	December 31, 2008 and 2007


2.   Summary of significant
	accounting policies (Continued):

(p)  
	Reclassification

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

3.   Sale of
	US players and related assets:

Effective
	October 12, 2006, the Company, in response to the United States Unlawful
	Internet Gambling Enforcement Act, 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 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, 2008, the Company collected $63,000 (2007
	$120,000) in payment for these assets.

|                                       |   | Amount   
|-------------------------------------- | - | ---------
|Balance December 31, 2006              | $ | 1,020,050
|                                       |   |          
|Payments received                      |   | (120,000)
|                                       |   |          
|Balance December 31, 2007              |   | 900,050  
|                                       |   |          
|Payments received                      |   | (63,000) 
|                                       |   |          
|Balance remaining
			December 31, 2008 | $ | 837,050  

4.    Accounts Receivable:

The accounts receivable as at December 31, 2008, is summarized as follows:

|                                             |   | 2008      |   | 2007     
|-------------------------------------------- | - | --------- | - | ---------
|Accounts receivable                          | $ | 880,289   | $ | 1,080,014
|                                             |   |           |   |          
|Provision for doubtful
			accounts           |   | -         |   | (36,778) 
|                                             |   |           |   |          
|Provision for the sale of US Player (Note 3) |   | (837,050) |   | (900,050)
|                                             |   |           |   |          
|Net accounts receivable                      |   | 43,239    |   | 143,186  

The Company has provided $nil (2007 - $36,778) for doubtful accounts.

5.  
	Equipment:



|2008                    |   | Cost    |  | Accumulated depreciation |  | Net book
			Value
|----------------------- | - | ------- |  | ------------------------ |  | -----------------
|                        |   |         |  |                          |  |                  
|Equipment and computers | $ | 530,650 |  | 344,644                  |  | 186,006          
|Furniture and fixtures  |   | 17,854  |  | 9,770                    |  | 8,084            
|Leasehold improvements  |   | 12,546  |  | 7,269                    |  | 5,277            
|                        | $ | 561,050 |  | 361,683                  |  | 199,367          

17

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended
	December 31, 2008 and 2007


5.  
	Equipment: (Continued)

|2007                    |   | Cost    |  | Accumulated depreciation |  | Net book
			Value
|----------------------- | - | ------- |  | ------------------------ |  | -----------------
|                        |   |         |  |                          |  |                  
|Equipment and computers | $ | 418,080 |  | 306,908                  |  | 111,172          
|Furniture and fixtures  |   | 17,854  |  | 7,750                    |  | 10,104           
|Leasehold improvements  |   | 12,546  |  | 4,254                    |  | 8,292            
|                        | $ | 448,480 |  | 318,912                  |  | 129,568          

Depreciation expense was $50,306 (2007 - $52,005) for the year ended
	December 31, 2008.

6.  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 ended 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, 2008, expense payments of $225,983 (2007 - $94,790) 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
	SFAS No. 142, where companies are no longer permitted to amortize indefinite
	life intangible assets. The intangible asset consists of an email list of
	Games, Inc. The Company capitalized the cost of the legal settlement with
	Roger Ach, the Lottery Channel Inc. and Games, Inc., whereby the Company
	will receive free advertising on the Lottery Channel Inc. and Games, Inc.
	websites for a period of five years.

|2008                             |   | Cost      |   | Accumulated amortization |   | Net book
			Value
|-------------------------------- | - | --------- | - | ------------------------ | - | -----------------
|                                 |   |           |   |                          |   |                  
|Domain name rights               | $ | 1,934,500 | $ | 677,259                  | $ | 1,257,241        
|Intangible asset - email
			list |   | 49,436    |   | 49,436                   |   | -                
|                                 | $ | 1,983,936 | $ | 726,695                  | $ | 1,257,241        



|2007                             |   | Cost      |   | Accumulated amortization |   | Net book
			Value
|-------------------------------- | - | --------- | - | ------------------------ | - | -----------------
|                                 |   |           |   |                          |   |                  
|Domain name rights               | $ | 1,934,500 | $ | 677,259                  | $ | 1,257,241        
|Intangible asset - email
			list |   | 49,436    |   | 41,609                   |   | 7,827            
|                                 | $ | 1,983,936 | $ | 718,868                  | $ | 1,265,068        

Amortization expense was $7,827 (2007 - $9,887) for the year ended
	December 31, 2008.

18

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended
	December 31, 2008 and 2007


7.  
	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 a no par value per common stock.

(a)  Common
	stock issuances:

During the
	year ended December 31, 2008, Bingo.com, Ltd. completed a private placement
	offering of 2 million shares at $0.30 per share.  Total proceeds of the
	offering were $600,000.

During the
	year ended December 31, 2008, the holders of stock options exercised their
	options for 174,500 shares for $8,725 at an exercise price of $0.05 per
	share.

During the
	year ended December 31, 2007, Bingo.com, Ltd. completed a private placement
	offering of 6 million units at $0.25 per unit.  Total proceeds of the
	offering were $1.5 million.  Each unit consisted of one common share and one
	half common share purchase warrant. Each whole warrant is exercisable into
	one additional common share of the Company for a period of two years at an
	exercise price of $0.35 per share.  The warrants are non-transferable and
	subsequent to the year ended December 31, 2008, expired unexercised.

During the
	year ended December 31, 2007, the holders of stock options exercised their
	options for 385,150 shares for $27,582 at exercise prices ranging from $0.05
	to $0.10 per share.

Subsequent to
	the year ended December 31, 2008, Bingo.com, Ltd. completed a private
	placement offering of 3.5 million shares at $0.15 per share.  Total proceeds
	of the offering were $525,000.

Subsequent to
	the year ended December 31, 2008, the holders of stock options exercised
	their options for 55,000 shares for $5,500 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, 2008, there were a total of 986,500 stock options (2007 - 986,500) stock
	options) outstanding at exercise prices ranging from $0.05 to $0.15 per
	share. During the year ended December 31, 2008, there were no options
	exercised, expired or issued, under the 1999 plan.  Subsequent to the year
	ended December 31, 2008, 23,500 options expired unexercised.

19

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended
	December 31, 2008 and 2007


7.   Stockholders' equity:
	(Continued)

(b)  Stock
	option plans: (Continued)

Of the options
	outstanding at December 31, 2008, a total of 86,500 (2007 - 86,500) 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.  A total of
	86,500 (2007 - 65,500) of these common stock purchase options had vested at
	December 31, 2008.

(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, 2008, there were a total of 3,850,700 stock options (2007 - 3,475,000
	stock options) issued, of which 1,767,200 (2007 - 1,592,700) had been
	exercised as at December 31, 2008. During the year ended December 31, 2008,
	175,300 (2007 - 59,000) stock options expired unexercised. Therefore as at
	December 31, 2008, there were 2,083,500 (2007 - 1,823,300) stock options
	outstanding at exercise prices ranging from $0.05 to $0.33 per share. Of the
	options outstanding at December 31, 2008, a total of 1,933,500  (2007 -
	1,373,300) 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.  A total of 1,502,000 (2007 - 1,465,550) of these common stock
	purchase options had vested at December 31, 2008.

Subsequent to
	the year ended December 31, 2008, the holders of the stock options exercised
	55,000 of their options, issued under the 2001 plan, whose options price was
	$0.10.  In addition, 258,000 stock options, issued under the 2001 plan,
	expired unexercised.

(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, 2008, there were a total of 1,925,942 (2007 - 1,800,942) stock options
	outstanding at an exercise prices ranging between $0.27 and $0.91 per share.

20

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended
	December 31, 2008 and 2007


7.   Stockholders' equity:
	(Continued)

(b)  Stock
	option plans: (Continued)

Of the options
	outstanding at December 31, 2008, a total of 1,588,750 (2007 - 1,463,750)
	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.  A
	total of 1,246,792 (2007 - 829,242) of these common stock purchase options
	had vested at December 31, 2008.

A summary of
	stock option activity for the stock option plans for the years ended
	December 31, 2008 and 2007 are as follows:

|                                  |  | Number of shares |   | Weighted average exercise
			price
|--------------------------------- |  | ---------------- | - | ----------------------------------
|Outstanding, December 31,
			2006 |  | 4,205,392        | $ | 0.27                              
|                                  |  |                  |   |                                   
|Granted                           |  | 950,000          |   | 0.29                              
|Exercised                         |  | (385,150)        |   | 0.07                              
|Expired                           |  | (159,500)        |   | 0.43                              
|                                  |  |                  |   |                                   
|Outstanding, December 31,
			2007 |  | 4,610,742        |   | 0.28                              
|                                  |  |                  |   |                                   
|Granted                           |  | 795,000          |   | 0.31                              
|Exercised                         |  | (174,500)        |   | 0.05                              
|Expired                           |  | (235,300)        |   | 0.14                              
|                                  |  |                  |   |                                   
|Outstanding, December 31,
			2008 |  | 4,995,942        |   | 0.30                              

The following
	table summarizes information concerning outstanding and exercisable stock
	options at December 31, 2008:

|Range of exercise prices
			per share | Number outstanding | Number exercisable | Expiry date
|------------------------------------- | ------------------ | ------------------ | -----------
|                                      | 0.10               | 258,000            | 258,000    
|                                      | 0.10               | 55,000             | 55,000     
|                                      | 0.10               | 300,000            | 300,000    
|                                      | 0.10               | 844,500            | 844,500    
|                                      | 0.15               | 777,500            | 777,500    
|                                      | 0.60               | 753,750            | 664,150    
|                                      | 0.91               | 62,192             | 62,192     
|                                      | 0.91               | 285,000            | 176,700    
|                                      | 0.27               | 590,000            | 348,000    
|                                      | 0.33               | 275,000            | 165,000    
|                                      | 0.30               | 25,000             | 7,250      
|                                      | 0.31               | 770,000            | 77,000     
|                                      |                    | 4,995,942          | 3,735,292  

During the years ended December 31, 2008, the Company recorded stock
	compensation expense of $86,544 (2007 - $122,068) relating to the issuance
	of common stock purchase options to certain employees, officers, and
	directors of the Company in accordance with FASB 123.

21

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended
	December 31, 2008 and 2007


7.   Stockholders' equity:
	(Continued)

(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 subsequent to the
	year ended December 31, 2008, expired unexercised.

8.  
	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 a operating lease
	agreements. The Canadian operating lease agreement expires on September 30,
	2010. The Anguillian operating lease expires on September 30, 2009. The
	United Kingdom lease, is leased from a company owned by a current director
	and officer of the Company. This lease is for 30 days and is automatically
	renewed with a 30 day notice period.

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

|     |   |       
|---- | - | ------
|2009 | $ | 89,879
|2010 |   | 64,093
|2011 |   | -     
|     |   |       

The Company paid rent expense totaling $101,328 for the year ended December
	31, 2008 (2007 - $87,064).

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

9.   Income taxes:

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

22

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended
	December 31, 2008 and 2007


9.   Income taxes: (Continued)

|                                                                                               |   | 2008      |   | 2007     
|---------------------------------------------------------------------------------------------- | - | --------- | - | ---------
|Computed "expected" tax
			(expense) benefit                                                   | $ | 393,307   | $ | 486,997  
|Increase (reduction) in
			income taxes resulting from income taxes in other tax jurisdictions |   | (408,818) |   | (487,543)
|Other                                                                                          |   | (1,312)   |   | (5,944)  
|Expiration of tax asset                                                                        |   | (229,456) |   | (333,559)
|Change in taxation rates
			in other jurisdictions                                             |   | (190,116) |   | -        
|Change in exchange rates                                                                       |   | (42,398)  |   | 118,600  
|Change in valuation
			allowance                                                               |   | 478,793   |   | 221,449  
|                                                                                               | $ | -         | $ | -        

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

|                                     |   | 2008    |   | 2007   
|------------------------------------ | - | ------- | - | -------
|Deferred tax assets:                 |   |         |   |        
|Net operating loss
			carry forwards | $ | 275,926 | $ | 754,719
|                                     |   |         |   |        
|Valuation Allowance                  |   | 275,926 |   | 754,719
|                                     | $ | -       | $ | -      

The valuation
	allowance for deferred tax assets as of December 31, 2008 and 2007, was
	$275,926 and $754,719, respectively.  The net change in the total valuation
	allowance for the years ended December 31, 2008 and 2007, was a decrease of
	$478,793 and $221,449 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.

In order to
	fully realize the deferred tax asset attributable to net operating loss
	carryforwards, the Company will need to generate future taxable income of
	approximately $1,842,000 in Canada prior to the expiration of the net
	operating loss carryforwards. During the year ended December 31, 2008,
	$882,524 (2007 - $954,138) of these net operating loss carryforwards expired
	in Canada.

23

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended
	December 31, 2008 and 2007


10. Related
	party transactions:

The Company has a liability for $3,582 (2007 - $2,306) to a company owned by
	a current director and officer of the Company for payment of services
	rendered and expenses incurred by a current director and officer of the
	Company.

The Company has a liability of $1,771 (December 31, 2007 - $nil), to a
	director and officer of the Company for payment of services rendered and
	expenses incurred by the director and officer of the Company.

Payments made to Bingo, Inc. in relation to the domain name purchase
		payment totaled $225,983 during the year ended December 31, 2008 (2007 -
		$94,790).

The Company
	supplied administration services of $65 (2007 - $816) to a company whose
	director is a current director and
	officer of the Company. In addition, the Company incurred administrative
	expenses in connection with this related company and as at December 31,
	2008, there was a receivable balance of $nil (2007 - $13,259). During the
	year ended December 31, 2008, the current director ceased to be a director
	of the related company.

11. Segmented information:

The Company operates in one reportable
	business segment, the business of providing games and entertainment based on
	the game of bingo through its Internet portal, bingo.com, supported mainly
	by 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, 2008 and 2007, 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                   |   | 2008    |   | 2007   
|-------------------------------- | - | ------- | - | -------
|                                 |   |         |   |        
|Canada                           | $ | 75,116  | $ | 78,588 
|Curacao, Netherlands
			Antilles |   | 37,547  |   | 50,980 
|Malta                            |   | 86,704  |   | -      
|                                 | $ | 199,367 | $ | 129,568

12. Concentrations:

Major customers

For the year ended December 31, 2008, there
	was no single player on the gaming site who had wagered more than 10% of the
	total gaming revenue. The Company is reliant on various payment processors
	who process funds players have wagered on the gaming site. For the year
	ended December 31, 2008, there were two processors, Royal Bank of Scotland
	and NETeller, each receiving 92% and 8% (2007 - 90% and 10%) respectively of
	the total funds processed during the year ended December 31, 2008.

24

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended
	December 31, 2008 and 2007


12. Concentrations:
	(Continued)

During the year ended December 31, 2008, the
	Company offered limited advertising. Therefore there were no advertising
	sales representing more than 10% of the total sales.

For the year ended December 31, 2008, there
	was no single player on the gaming site who had wagered more than 10% of the
	total gaming revenue. The Company is reliant on various payment processors
	who process funds players have wagered on the gaming site.

13.
	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, 2008, the Company had total cash balances of
	$412,002 (2007 - $744,596) at financial institutions, where $106,262 (2007 -
	$378,441) 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.

As of December 31, 2008, two customers,
	totaling $23,232 and $4,429 who accounted for greater than 10% of the total
	accounts receivable.  As of December 31, 2007, three customers, totaling
	$59,500, $26,886 and $25,389 who accounted for greater than 10% of the total
	accounts receivable.

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

14.
	Contingent liabilities:

The Company has a contingent liability of
	$795,163 (2007 - $441,916) for player bonus balances. These balances are not
	withdrawable but can be wagered. Any winnings made on these bonus wagers are
	immediately withdrawable.

25

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

During the year ended December 31, 2008, there
were no changes or disagreements on accounting and financial disclosure with the
accountants, Dohan and Company, CPA's, P.A.

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
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 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, 2008. 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, 2008, 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, 2008, and to the date of filing this
annual report.

ITEM
9B - OTHER INFORMATION

None

26

SIGNATURES

In accordance with Section
13 or 15(d) of the Exchange Act, the registrant 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:    December 7, 2009

In accordance
with the Exchange Act, 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                  
December 7, 2009

T. M. Williams                         
Executive Officer and

Director (Principal

Executive Officer)



By:       /s/ H. W. Bromley
Chief Financial Officer             
December 7, 2009

H. W. Bromley
                         (Principal Financial and

Principal Accounting Officer)

27

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, 2008, 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 :December 7, 2009

T. M. Williams, Chairman of the Board,

Chief Executive Officer, President and Secretary

(Principal Executive Officer)

28

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, 2008, 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 :December 7, 2009

H.W. Bromley,

Chief Financial Officer

(Principal Accounting Officer)

29

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, 2008, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, T. M.
Williams, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:

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

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





/s/ T. M.
Williams

T. M. Williams

President and Chief
Executive Officer

December 7, 2009

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

30

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, 2008, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, H. W.
Bromley, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:



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

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





/s/ H. W. Bromley

H. W. Bromley

Chief Financial
Officer

December 7, 2009

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

31