UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

Form
10-K

(Mark
One)

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

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 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 March 31, 2009, being $0.09 per share:
			$1,289,121. The
			number of shares of the issuer's common stock outstanding on
			March 31, 2009, was
			39,755,203. 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 39,755,203 as of
			March 31, 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.                                                     



###### 

|                                                                                                                          |                                                                                                                        | PAGE
|------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------- | ----
|PART I                                                                                                                    | 3                                                                                                                     
|                                                                                                                          | ITEM 1. DESCRIPTION OF BUSINESS                                                                                        | 3   
|                                                                                                                          | ITEM 2. DESCRIPTION OF
		PROPERTY                                                                                      | 10  
|                                                                                                                          | ITEM 3. LEGAL PROCEEDINGS                                                                                              | 10  
|                                                                                                                          | ITEM 4. SUBMISSION OF MATTERS TO A
		VOTE OF SECURITY HOLDERS                                                          | 10  
|                                                                                                                          |                                                                                                                       
|PART II                                                                                                                   | 11                                                                                                                    
|                                                                                                                          | ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED
		STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 11  
|                                                                                                                          | ITEM 6. MANAGEMENT'S DISCUSSION AND
		ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                        | 13  
|                                                                                                                          | ITEM 7. FINANCIAL STATEMENTS                                                                                           | 19  
|                                                                                                                          | ITEM 8. CHANGES IN AND DISAGREEMENTS
		WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                         | 42  
|                                                                                                                          | ITEM 9A.  CONTROLS AND PROCEDURES                                                                                      | 42  
|                                                                                                                          | ITEM 9B. OTHER INFORMATION                                                                                             | 42  
|                                                                                                                          |                                                                                                                       
|PART III                                                                                                                  | 43                                                                                                                    
|                                                                                                                          | ITEM 10.  DIRECTORS,
	EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                                      | 43  
|                                                                                                                          | ITEM 11.  EXECUTIVE COMPENSATION.                                                                                      | 45  
|                                                                                                                          | ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
		OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS            | 47  
|                                                                                                                          | ITEM 13.  CERTAIN RELATIONSHIPS
		AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE                                  | 49  
|                                                                                                                          | ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                                         | 50  
|                                                                                                                          |                                                                                                                       
|PART IV                                                                                                                   | 50                                                                                                                    
|                                                                                                                          | ITEMS 15.  EXHIBITS                                                                                                    | 50  
|                                                                                                                          |                                                                                                                       
|SIGNATURES                                                                                                                | 51                                                                                                                    
|CERTIFICATIONS                                                                                                            | 52                                                                                                                    
|CERTIFICATION PURSUANT TO
	18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE
		SARBANES-OXLEY ACT OF 2002 | 54                                                                                                                    
|EXHIBIT LIST                                                                                                              | 56                                                                                                                    

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 1. DESCRIPTION OF BUSINESS

INTRODUCTION

Bingo.com, Ltd. (the "Company") is in the
	business of developing and operating a bingo based web portal designed to
	provide a variety of Internet based games played by individuals plus other
	forms of entertainment, including an online community, chat rooms, contests,
	sweepstakes, tournaments, and more. Using our bingo.com domain name and
	incorporating a variety of games and content to attract and retain a large
	number of subscribers, we have built one of the leading bingo-based portals
	on the Internet. Our website has attracted millions of visitors of which
	over 1,950,000 have gone through a detailed sign-up process and become
	registered users. The levels of Internet traffic have a direct impact on our
	revenues as, generally, the greater the Internet traffic, the greater the
	amount of gaming or advertising revenue received.

We generate revenue from players depositing
	funds into their account on our website and then playing games for money. An
	additional source of revenue comes from selling advertising on our portal to
	other companies who wish to advertise their products to our user
	demographic. We obtained a gaming license and commenced gaming operations
	from Curacao, Netherlands Antilles in May 2005. Subsequent to the year ended
	December 31, 2008, the Company was granted a Letter of Intent by the
	Lotteries and Gaming Authority of Malta, and commenced operating under this
	Maltese license. This Letter of Intent enables us to advertise in the United
	Kingdom.

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

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

3

References in this document to "the
	Company," "we," "us," and "our" refer to Bingo.com, Ltd. and our
	subsidiaries, which are described below.

Our executive offices are located at
	National Bank of Anguilla Corporate Building, 1St Floor, St Mary's Road, TV1
	02P, The Valley, Anguilla, B.W.I.  Our telephone number is (264) 461-2646.

History and Corporate Structure

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

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

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

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

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

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

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

On February 5, 2007, Bingo.com Services
	Limited was incorporated under the laws of England and Wales.

On September 25, 2007, we acquired 99% of
	the share capital of Bingo.com Operations Limited. Bingo.com Operations
	Limited was incorporated under the Laws of Malta.

On January 15, 2008, Bingo.com (Alderney)
	Limited was incorporated under the laws of Alderney, Channel Islands.

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

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

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

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

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

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

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

Development of the Business

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

4

Bingo.com Domain Name

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

During the year ended December 31, 2008, we
	made payments totaling $225,977 (2007 - $94,790) based on 4% of the
	preceding month's gross revenue as defined in the amended agreement. T. M.
	Williams, the President and Chief Executive Officer of the Company is the
	potential beneficiary of several discretionary trusts that hold
	approximately 80% of the shares of Bingo, Inc.

BUSINESS OVERVIEW

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

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

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

Gaming Revenue Business

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

On September 30, 2006,
	the United States Senate passed the Unlawful Internet Gambling Enforcement
	Act 2006 ("UIGEA"), which was signed into law by President Bush, on October
	13, 2006. The legislation aimed to prohibit the funding of illegal online
	gambling to United States citizens and residents. Effective October 12,
	2006, in response to the UIGEA we sold our United States player database and
	related assets to an unrelated company. The asset disposition included the
	registered online gaming players, the gaming servers, and the complete
	database of real money players. The asset disposition price was $1,200,050
	payable at a variable rate over the subsequent period until fully paid.  As
	at December 31, 2008, $363,000 (2007 $300,000) of the $1,200,050 had been
	paid.

During the quarter
	ended June 30, 2007, we launched our United Kingdom focused website, with
	games targeted to the United Kingdom audience and the games played in
	British pounds sterling. Gaming revenue from the Bingo.com website accounted
	for approximately 95% of our revenue for the year ended December 31, 2008.
	Moving forward we will focus our marketing on attracting additional players
	from jurisdictions such as the United Kingdom where Internet gambling is
	regulated and considered legal.

5

Advertising Revenue Business

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

We have in the past used the appeal of the
	bingo.com domain name to sell advertising on the free section of the
	website, which was our primary revenue source. During the quarter ended June
	30, 2005, we commenced offering traditional bingo and other pay-for-play
	games to our players, which replaced advertising as our main source of
	revenue. Advertising revenue from the bingo.com website accounted for
	approximately 5% of our revenue for the year ended December 31, 2008.
	Although many of our games are free to play, players are required to
	register to receive points and to win prizes and to access certain features
	on the site. All registration information is stored in online databases. We
	intend to continue to build awareness of, and drive traffic to, bingo.com
	through a marketing program consisting of various elements such as strategic
	alliances and online and off-line advertising, in order to strengthen our
	search engine rankings and rebuild our advertising revenue stream.

The Niche

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

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

We believe that our future success will be
	dependent on a number of factors.  These include focusing on providing
	premium online bingo games and bingo related entertainment.  We also believe
	that the continued development of a personalized community atmosphere on the
	website will encourage lengthy site visits by users.  We believe the nature
	of our website content and our player base will allow us to establish a
	large detailed database of registered players, which is a critical factor in
	attracting online players and advertisers.

BUSINESS STRATEGY

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

Revenue streams

In 2008, we generated 95% of our revenue
	from gaming revenue and 5% of our revenue from advertising revenue. We
	earned these revenues from our portal through a variety of ways, such as the
	following:

-     Offering bingo and other similar
	games, such as slots, for money to our players.

-     Banner and button advertisements on
	our website;

-     Sponsorships of email newsletters or
	parts of our site;

-     Exchanging links with other websites.

Throughout 2008 we were focused primarily on
	increasing our gaming revenue at the expense of our advertising revenue.
	During the year ended December 31, 2005, we suspended the majority of the
	sale of advertising and focused entirely on the gaming revenue component of
	the business.  With the passing of the United States Unlawful Internet
	Gambling Act in October of 2006, we again began to serve advertising on our
	web-site.

6

Advertising revenue calculations are based
	on click-throughs, percentage of sales transactions, or other methods
	depending on the details of the agreements. The majority of the advertising
	revenue earned in 2008 was calculated on a Cost Per Acquisition ("CPA")
	basis.

Expand registered user database

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

Entertainment and game sites have become
	increasingly popular and are showing strong growth rates. Our website
	traffic reports indicate that between 500 and 1,000 new players a day are
	registering with http://www.bingo.com. There has been in excess of 10,000
	visitor sessions per day, with an average visitor session length of more
	than 30 minutes. It is our belief that, if current traffic rates can be
	maintained, we will continue to maintain our status as a premier, bingo
	centric, online gaming destination.

Leverage
	licensed users and alliances

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

Extend and
	enhance the value of the brand name

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

Marketing Strategy

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

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

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

Continue to
	enhance content

Registered players are provided with a
	variety of free games, and other forms of entertainment such as chat,
	sweepstakes, and more. The free bingo games can be played for points, which
	are redeemable

7

for prizes. We are able to create low-cost content through
	creative face-changes of the standard bingo games. These 'skins' can reflect
	themes, corporate interests or other targeted messages.

OPERATIONS

Employees

As of December 31, 2008, we had sixteen
	full-time employees, not including temporary personnel, consultants, and
	independent contractors. We retain consultants to provide special expertise
	in developing strategy, marketing, software and technologies and outsource
	our development resources. We outsource our customer support, including
	in-game chat, email and phone support, to an established support company.
	None of our employees is represented by a labor union, and we believe that
	our relationship with our employees is good.

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

Seasonality

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

Competition

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

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

Business

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

We are presently focused on obtaining
	players from the United Kingdom market and therefore are subject to the
	Gambling Laws of the United Kingdom.  These laws include restrictions on
	marketing to UK residents. As a result, a broad spectrum of our business may
	be affected, including how and what we market and where our gaming licence
	and servers must be located. As we look to expand into other markets, it is
	likely we will be subject to further local laws and regulations which may
	require other changes to the way we operate our games and website.

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

The applicability to the Internet of
	existing laws governing issues such as gambling, property ownership,
	copyright, defamation, obscenity and personal privacy is uncertain.  We may
	be subject to claims that our services violate such laws.  New legislation
	or regulation in areas of the World where we operate or the application of
	existing laws and regulations to the Internet could damage our business.  In
	addition, because legislation and other regulations relating to online games
	vary by jurisdiction, from state to state and from country to country, it is
	difficult for us to ensure that our

8

players are accessing our portal from a
	jurisdiction where it is legal to play our games.  We therefore, cannot
	ensure that we will not be subject to enforcement actions as a result of
	this uncertainty and difficulty in controlling access.

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

Costs and Effects of Compliance with Environmental Laws

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

BRITISH COLUMBIA SECURITIES COMMISSION

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

FINANCIAL INFORMATION ABOUT GEOGRAPHIC AREAS

At the end of fiscal 2008, our equipment was
	located in Curacao, Netherlands Antilles, Malta and Canada.

AVAILABLE INFORMATION

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

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

We file our
	reports with the Securities and Exchange Commission electronically through
	the Securities and Exchange Commission's Electronic Data Gathering, Analysis
	and Retrieval ("EDGAR") system. The Securities and Exchange Commission
	maintains an Internet site that contains reports, proxy and information
	statements, and other information regarding companies that file
	electronically with the Securities and Exchange Commission through EDGAR.
	The address of this Internet site is http://www.sec.gov.

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

9

ITEM 2. DESCRIPTION OF PROPERTY.

Our executive office is located in The
	Valley, Anguilla, British West Indies. We commenced the lease agreement on
	October 1, 2005, for a period of three years. The monthly rental is $250.

Our primary administrative and development
	facility is located in leased space in Vancouver, British Columbia.  This
	facility comprises approximately 2,480 square feet.  We entered into this
	lease on September 30, 2005, for a term of sixty months and ending September
	30, 2010. The monthly rental is approximately $7,121.

During the year ended December 31, 2007, we
	opened a sales and marketing office in London, United Kingdom, where we rent
	space on a monthly basis for 1,500 Pounds Sterling per month from a current director of the
	Company.

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

ITEM 3. LEGAL PROCEEDINGS.

We are not currently a party to any legal
	proceedings and were not a party to any other legal proceeding, during the
	fiscal year ended December 31, 2008. We are currently not aware of any legal
	proceedings proposed to be initiated against us. However, from time-to-time,
	we may become subject to claims and litigation generally associated with any
	business venture.

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

We held our Annual Meeting of
	Stockholders in Vancouver on June 3, 2008, all matter were unanimously
	approved. There were no submissions of matters to a vote of security holders
	during the third and fourth quarter of 2008.

10

PART II

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

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

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

|Quarter Ended      | High (1) | Low (1)
|------------------ | -------- | -------
|December 31, 2008  | $0.17    | $0.08  
|September 30, 2008 | $0.35    | $0.13  
|June 30, 2008      | $0.35    | $0.27  
|March 31, 2008     | $0.40    | $0.33  
|December 31, 2007  | $0.40    | $0.30  
|September 30, 2007 | $0.40    | $0.28  
|June 30, 2007      | $0.55    | $0.27  
|March 31, 2007     | $0.52    | $0.26  

1.             Prices as per Yahoo! TM
	Finance

On March 31, 2009, the last reported sale price of our common stock, as
	reported by the OTCBB, was $0.09 per
	share.

As of March 31, 2009, we believe there are approximately 2,073 shareholders
	(including nominees and brokers holding street accounts) of our shares of
	common stock.

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

Dividend Policy

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

11

Recent Sales of Unregistered Securities

On May 21, 2008, we issued 2,000,000 common
	shares at $0.30 per share to four subscribers. These shares were issued
	under Regulation S. None of the subscribers who received shares under
	Regulation S are U.S. Persons as defined in Rule 902(k) of Regulation S, and
	no sales efforts were conducted in the U.S., in accordance with Rule
	903(c).  The subscribers to the offering under Regulation S acknowledged
	that the securities purchased must come to rest outside the U.S., and the
	certificates will contain a legend restricting the sale of such securities
	until the Regulation S holding period is satisfied.

Subsequent to the year ended December 31,
	2008, we issued 3,500,000 common shares at $0.15 per share to four
	subscribers. These shares were issued under Regulation S. None of the
	subscribers who received shares under Regulation S are U.S. Persons as
	defined in Rule 902(k) of Regulation S, and no sales efforts were conducted
	in the U.S., in accordance with Rule 903(c).  The subscribers to the
	offering under Regulation S acknowledged that the securities purchased must
	come to rest outside the U.S., and the certificates will contain a legend
	restricting the sale of such securities until the Regulation S holding
	period is satisfied.

Securities authorized
	for issuance under equity compensation plans.

We have
	reserved a total of 1,895,000 common shares for issuance under our 1999
	stock option plan.  Pursuant to this plan we have 986,500 stock purchase
	options (2007 - 986,500) outstanding at December 31, 2008. During the year
	ended December 31, 2008, there were no options exercised nor any options
	expired, issued under the 1999 plan. Subsequent to the year ended December
	31, 2008, 23,500 stock options issued under the 1999 plan, expired
	unexercised.

We have
	reserved a total of 5,424,726 common shares for issuance pursuant to grants
	under the 2001 stock option plan.  Pursuant to this plan we have 2,083,500
	stock purchase options (2007 - 1,823,300) outstanding as at December 31,
	2008. 1,933,500 of the stock options outstanding at December 31, 2008, were
	granted with vesting provisions as to 10% vesting at the grant date, an
	additional 15% vesting one year following the date of grant and an
	additional 2% vesting per month thereafter. During the year ended December
	31, 2008, the holders of the stock options exercised 174,500 of their
	options at $0.05 per share, issued under the 2001 plan. During the year
	ended December 31, 2008, 175,300 options issued under the 2001 plan, expired
	unexercised. Subsequent to the year ended December 31, 2008, the holders of
	the stock options exercised 55,000 of their options at $0.10 per share,
	issued under the 2001 plan, and 234,500 stock options issued under the 2001
	plan, expired unexercised.

We have
	reserved a total of 2,000,000 common shares for issuance under our 2005
	stock option plan.  Pursuant to this plan we have 1,925,942 stock purchase
	options (2007 - 1,800,942) outstanding at December 31, 2008. 1,588,750 of
	the stock options outstanding at December 31, 2008, were granted with
	vesting provisions as to 10% vesting at the grant date, an additional 15%
	vesting one year following the date of grant and an additional 2% vesting
	per month thereafter. During the year ended December 31, 2008, there were no
	stock options, issued under the 2005 plan, exercised, however 60,000 stock
	options issued under the 2005 plan expired unexercised.

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

12

Equity Compensation Plan Information

|Plan category                                                 | Number of securities to be issued
			upon exercise of outstanding options and rights | Weighted average exercise price of
			outstanding options and rights | Number of securities remaining available for future issuance
|------------------------------------------------------------- | ------------------------------------------------------------------------------------ | -------------------------------------------------------------------- | ------------------------------------------------------------
|                                                              | (a)                                                                                  | (b)                                                                  | (c)                                                         
|Equity compensation plans approved
			by security holders     | 4,995,942                                                                            | $0.30                                                                | 2,442,334                                                   
|Equity compensation plans not
			approved by security holders | 0                                                                                    | 0                                                                    | 0                                                           
|Total                                                         | 4,995,942                                                                            | $0.30                                                                | 2,442,334                                                   

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS of OPERATIONS.

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

#### OVERVIEW

Since 1999, we have been focused on
	providing online bingo games over the Internet to players around the world.
	We began to experience revenue growth from the advertising contained in
	these games in fiscal 2000. In early 2005 we expanded our entertainment
	offering to include bingo games for money as well as soft games such as
	video poker, slots and hi-lo.

Ninety-five percent of our revenue in 2008
	was derived from gaming revenues and five percent from the sale of Internet
	advertising. We expect that in the future, gaming revenue, focused on bingo,
	will continue to contribute the majority of our total revenue.

We have made a significant investment in the
	development of our website, purchase of domain name, branding, marketing,
	and maintaining operations.  As a result we have incurred significant losses
	since inception, and as of December 31, 2008, had an accumulated deficit of
	$12,263,550.

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

The consolidated statement of operations
	data for the years ended December 31, 2008, and 2007, and the consolidated
	balance sheet data as of December 31, 2008, and 2007, are derived from our
	audited consolidated financial statements included in Item 7 of this report,
	which have been audited by Dohan and Company, CPA's, P.A., independent
	auditors. The consolidated statement of operations data for the years ended
	December 31, 2006, 2005, and 2004 and the consolidated balance sheet data as
	of December 31, 2006, 2005, and 2004, are derived from audited consolidated
	financial statements not included in this report. The historical results are
	not necessarily indicative of results to be expected in any future period.

13

Consolidated Statement of Operations Data:

|                                                                     |   |             |   | Year Ended December 31, |  
|-------------------------------------------------------------------- | - | ----------- | - | ----------------------- | -
|                                                                     |   | 2008        |   | 2007                    |  
|                                                                     |   |             |   |                         |  
|Revenue                                                              |   |             |   |                         |  
|Advertising revenue                                                  | $ | 275,847     | $ | 143,646                 | $
|Gaming revenue                                                       |   | 5,373,718   |   | 2,226,099               |  
|Total revenue                                                        |   | 5,649,565   |   | 2,369,745               |  
|                                                                     |   |             |   |                         |  
|Cost of revenue                                                      |   | 3,791,218   |   | 1,404,851               |  
|Gross profit                                                         |   | 1,858,347   |   | 964,894                 |  
|Operating expenses excluding
			interest and other income (expenses) |   | 3,034,389   |   | 2,430,418               |  
|Interest and other income                                            |   | 19,255      |   | 33,181                  |  
|Net (loss) income                                                    |   | (1,156,787) | $ | (1,432,343)             | $
|                                                                     |   |             |   |                         |  
|Basic and diluted net (loss) income
			per share                     | $ | (0.03)      | $ | (0.04)                  | $
|Weighted average common shares
			Outstanding                        |   | 35,092,369  |   | 32,784,405              |  
|                                                                     |   |             |   |                         |  



|                                     |   |           |   | Year Ended December 31, |   |           |  
|------------------------------------ | - | --------- | - | ----------------------- | - | --------- | -
|                                     |   | 2008      |   | 2007                    |   | 2006      |  
|Consolidated Balance Sheet Data:     |   |           |   |                         |   |           |  
|Cash                                 | $ | 412,002   | $ | 744,596                 | $ | 521,203   | $
|Total assets                         |   | 2,157,834 |   | 2,516,749               |   | 2,359,587 |  
|Total liabilities                    |   | 454,396   |   | 363,112                 |   | 434,576   |  
|Long term obligations                |   | -         |   | -                       |   | 1,457     |  
|Total stockholders' equity (deficit) |   | 1,703,438 |   | 2,153,637               |   | 1,925,011 |  
|Working capital (deficit)            |   | 124,495   |   | 648,123                 |   | 475,824   |  

CRITICAL ACCOUNTING
	POLICIES

The following discussion of critical
	accounting policies is intended to supplement the Summary of Significant
	Accounting Policies presented as Note 2 to our audited consolidated
	financial statements presented elsewhere in this report.  Note 2 summarize
	the accounting policies and methods used in the preparation of our
	consolidated financial statements. The policies discussed below were
	selected because they require the more significant judgments and estimates
	in the preparation and presentation of our financial statements. On an
	ongoing basis, management evaluates these judgments and estimates, including
	whether there are any uncertainties as to compliance with the revenue
	recognition criteria described below, and recoverability of long-lived
	assets, as well as the assessment as to whether there are contingent assets
	and liabilities that should be recognized or disclosed for the consolidated
	financial statements to fairly present the information required to be set
	forth therein. We base our estimates on historical experience, as well as
	other events and assumptions that are believed to be reasonable at the time.
	Actual results could differ from these estimates under different conditions.

Revenue Recognition

The Company generates the majority of its
	revenue from gaming revenue. Gaming revenues have been recognized on the
	basis of total dollars wagered, including bonus wagered, 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.

14

Impairment of Long-lived Assets

Management evaluates long-lived assets for
	impairment in accordance with Statement of Financial Accounting Standards
	("SFAS") No. 144 "Accounting for the Impairment or Disposal of Long-Lived
	Assets" and SFAS No. 142 "Accounting for Goodwill and Other Intangible
	Assets". These assets comprise mainly property and equipment, and the
	bingo.com domain name. The impairment review is performed by management,
	whenever events and circumstances indicate that the assets may be impaired.
	In performing this review, we estimate the future net cash flows from the
	assets and compare this amount to the carrying value. If this review
	indicates the carrying value may not be recoverable, impairment losses are
	measured and recognized based on the difference between the estimated
	discounted cash flows over the remaining life of the assets and the assets'
	carrying value. Changes in our future net cash flow estimates may impact our
	assessment as to whether a particular long-lived asset has been impaired.

SOURCES OF REVENUE AND REVENUE RECOGNITION

We generate our revenue from providing
	Internet games for money and from the sale of advertising on our website.
	For the gaming revenue, we recognize revenue on the basis of total dollars
	wagered, including bonus wagered, on all games less all winnings payable to
	players. For advertising revenue, we recognize as revenues the amount paid
	to us upon the delivery and fulfillment of advertising in the form of banner
	and button ads, email, rich media and newsletters, provided that the
	collection of the resulting receivable is probable.

SUPPLEMENTARY FINANCIAL INFORMATION

Quarterly Results of Operations

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

|                                                     |   |                  |  | Three Months Ended | 
|---------------------------------------------------- | - | ---------------- |  | ------------------ | 
|                                                     |   | March 31
			2008 |  | June 30
			2008    | 
|                                                     |   | (Unaudited)      |  | (Unaudited)        | 
|Revenue                                              |   |                  |  |                    | 
|Advertising revenue                                  | $ | 83,877           |  | 78,417             | 
|Gaming revenue                                       |   | 1,260,470        |  | 1,337,441          | 
|Total Revenue                                        |   | 1,344,347        |  | 1,415,858          | 
|                                                     |   |                  |  |                    | 
|Cost of revenue                                      |   | 938,964          |  | 925,293            | 
|Gross profit                                         |   | 405,383          |  | 490,565            | 
|Operating expenses and other
			(income) / expenses  |   | 667,926          |  | 725,753            | 
|Net loss from continuing operations                  | $ | (262,543)        |  | (235,188)          | 
|Basic and diluted net loss per share                 | $ | (0.01)           |  | (0.01)             | 
|Weighted average common shares,
			basic and diluted |   | 34,034,857       |  | 35,029,873         | 

15

|                                                     |   |                  |  | Three Months Ended | 
|---------------------------------------------------- | - | ---------------- |  | ------------------ | 
|                                                     |   | March 31
			2007 |  | June 30
			2007    | 
|                                                     |   | (Unaudited)      |  | (Unaudited)        | 
|Revenue                                              |   |                  |  |                    | 
|Advertising revenue                                  | $ | 6,300            |  | 12,000             | 
|Gaming revenue                                       |   | -                |  | 226,025            | 
|Total Revenue                                        |   | 6,300            |  | 238,025            | 
|                                                     |   |                  |  |                    | 
|Cost of revenue                                      |   | 30,330           |  | 139,451            | 
|Gross profit                                         |   | (24,030)         |  | 98,574             | 
|Operating expenses and other
			(income) / expenses  |   | 304,937          |  | 632,901            | 
|Net loss from continuing operations                  | $ | (328,967)        |  | (534,327)          | 
|Basic and diluted net loss per share                 | $ | (0.01)           |  | (0.02)             | 
|Weighted average common shares,
			basic and diluted |   | 29,393,291       |  | 30,678,252         | 

Our financial statements and related
	schedules are described under "Item 7. Financial Statements".

RESULTS OF OPERATIONS

Years Ended December 31, 2008 and 2007

Revenue

Total revenue increased to $5,649,565 for
	the year ended December 31, 2008, an increase of 138% over revenue of
	$2,369,745 for the same period in the prior year. Gaming revenue increased
	to $5,373,718 for the year ended December 31, 2008, an increase of 141% over
	gaming revenue of $2,226,099 for the same period in the prior year. During
	the second quarter of 2007, we launched a United Kingdom website. The
	increase in revenue is due to a full year of collecting gaming revenue and
	the increase in the player base throughout the year. Advertising Revenue
	increased to $275,847 for the year ended December 31, 2008, an increase of
	92% over revenue of $143,646 for the same period in the prior year.

Cost of
	revenue

We recorded cost of revenue of $3,791,218
	during the year ended December 31, 2008, an increase of 170% compared to
	costs of $1,404,851 for the same period in the prior year. The gross margin
	reduced to 33% in 2008 from 41% in 2007.

Cost of revenue consists of bonuses granted
	on deposits made by players, the cost of hosting the website, payment
	processing fees in relation to deposits from and withdrawals to our players,
	software license fees, and the domain name purchase payments. This increase
	in the cost of revenue in 2008 is due to the full year of gaming operation
	in 2008 and the increase in our player base, plus the awarding of deposit
	bonuses required both to be competitive with other bingo-oriented websites
	and to build a large customer base as quickly as possible.

Sales and
	marketing expenses

Sales and marketing expenses increased to
	$1,291,032 for the year ended December 31, 2008, an increase of 4% over
	fiscal 2007 Sales and marketing expenses of $1,239,676. Sales and marketing
	expenses principally include costs for signup bonuses, affiliate
	commissions, marketing, prizes for our players and other bonuses and
	incentives offered to gaming players. This increase in sales and marketing
	expenses in fiscal 2008 is due to the increase in affiliate commissions to
	promote our website. This is offset by large promotions and advertising,
	especially television advertising, incurred in 2007 to launch the website in
	the United Kingdom.

We expect to continue to incur sales and
	marketing expenses to increase traffic from the United Kingdom and other
	selected markets and, consequently, deposits to our web portal. These costs
	will

16

include bonuses and incentives, affiliate commissions, salaries,
	advertising, and other promotional expenses intended to increase our
	subscriber base and improve gaming revenue. There can be no assurances that
	these expenditures will result in increased traffic or significant
	additional revenue.

General and
	administrative expenses

General and administrative expenses consist
	primarily of premises costs for our office, legal and professional fees, and
	other general corporate and office expenses. General and administrative
	expenses increased to $553,486 for the year ended December 31, 2008, a 23%
	increase over costs of $448,646 for the previous year. General and
	administrative expenses have increased in comparison to the prior year due
	to an increase in website site design costs, especially translation of the
	website into various major languages and the establishment of the United
	Kingdom office. This increase in cost is offset by legal advice for the
	filing of the SB2 in 2007.

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

Salaries, wages, consultants and benefits

Salaries, wages, consultants and benefits
	increased to $1,008,271 during the year ended December 31, 2008, an increase
	of 16% over costs of $868,120 for the previous year. This increase is due to
	the recruitment of additional staff in order to run the expanded business
	and regular increases in the rates of pay.

Depreciation and amortization

Depreciation and amortization includes
	depreciation of our equipment, as well as amortization of intangible asset
	relating to the email list. Equipment is depreciated using the declining
	balance method over the useful lives of the assets, ranging from three to
	five years.  Depreciation increased to $58,133 during the year ended
	December 31, 2008, a decrease of 6% over depreciation of $61,892 during the
	prior year. This decrease in depreciation and amortization can be explained
	due to the aging of assets, which is offset by the acquisition of equipment,
	especially computers and servers, to enable us to run the expanded business
	and for the launch of the website from Malta in 2009.

Stock based Compensation

During the year ended December 31, 2006, the
	Company adopted SFAS No. 123R (revised 2004) Share-Based Payments, which
	requires us to expense stock options granted. Stock based compensation
	decreased to $86,544 during the year ended December 31, 2008, a decrease
	over stock based compensation of $122,068 during the prior year. This
	decrease in stock based compensation is due to the expiry of stock options
	granted in previous years.

Provision
	for doubtful accounts

During the year ended December 31, 2008, we
	collected $nil in doubtful accounts, compared to providing $107,486 for
	doubtful accounts in the prior year. The funds collected during the year
	ended December 31, 2007, related to funds deposited at the First Curacao
	International Bank, which has suspended trading and has been placed under
	the control of the Central Bank of Curacao by the Court of the Netherlands
	Antilles. The Company had fully provided for these funds in 2006.

Profit on sale of US
	Gaming players

Effective October 12, 2006, the Company, in
	response to the United States Unlawful Internet Gambling Enforcement Act,
	sold its United States players and related assets for $1,200,050, to an arms
	length third party payable by the purchaser at a variable rate over the
	subsequent months until fully paid. We recognize the profit from the sale of
	these assets as and when payment is received. During the year ended December
	31, 2008, we collected $63,000 (2007 - $120,000) of the $1,200,050 due.

17

Other income and
	expenses

During the year ended December 31, 2008, we
	made gains of $65,252 (2007 - $101,509) from the settlement of debts with
	creditors. The majority of this gain for the year ended December 31, 2007,
	resulted from the settlement of the legal dispute with Campney & Murphy.

During the year ended December 31, 2008, we
	incurred foreign exchange losses of $158,133 compared to foreign exchange
	losses of $19,011 in the prior year. These losses are due to the strength of
	the US Dollar compared to the weakness of the Pound Sterling and the
	Canadian Dollar.

During the year ended December 31, 2008, we
	received interest income of $19,054, a decrease of 14% compared to interest
	income of $22,083 in the prior year. The interest income is received from
	bank term deposits from investing our cash. The decrease in interest income
	is due to lower cash balances as a result of continuing operations.

During the year ended December 31, 2008, we
	received other income of $201, a decrease of 98% compared to other income of
	$11,098 in the prior year. This other income is received from administration
	services offered to a company whose director is a current director of our
	Company. These services ceased in fiscal 2008.

Income taxes

No income taxes were payable in 2008 or in
	2007, as a result of the operating losses recorded in previous years. During
	the year ended December 31, 2005, the Bingo.com, Inc. merged with its
	subsidiary Bingo.com, Ltd. in Anguilla, British West Indies. Anguilla is a
	zero tax jurisdiction and therefore accordingly, we have not booked an
	income tax benefit at December 31, 2008 and 2007. All losses incurred in the
	Canadian subsidiary can be carried forward for seven years for Canadian
	income tax purposes.

Net loss and
	loss per share

We ended the year ended December 31, 2008,
	with a net loss of ($1,156,787), a basic and diluted loss per share of
	($0.03), compared to prior year's net loss and loss per share of
	($1,432,343), and ($0.04), respectively. This decrease in net loss compared
	to the prior year is due to the increase in revenue as a result of the
	launch of the UK website in the second quarter of 2007.

LIQUIDITY AND CAPITAL RESOURCES

We had cash of $412,002 and positive working
	capital of $124,495 at December 31, 2008. This compares to cash of $744,596
	and positive working capital of $648,123 at December 31, 2007. During the
	year ended December 31, 2008, we completed private placement offerings of 2
	million units at $0.30 per unit.  Total proceeds of the offerings was $0.6
	million.

During the year ended December 31, 2008, we
	used cash of $877,172 in operating activities compared to using cash of
	$1,397,440 in the prior year. The decrease in cash outflow from operating
	activities in 2008 is due to the increase in revenue as a result of the
	launch of the UK website during the quarter ended June 30, 2007.

Net cash generated by financing activities
	was $608,725 in the year ended December 31, 2008, which compares to cash
	generated of $1,526,126 in 2007. This decrease in cash generated is due to
	the lower cash raised in the private placements during the year ended
	December 31, 2008 compared to the year ended December 31, 2007.

We used cash of $64,147 in investing
	activities in 2008, compared to cash generated of $94,707 in the prior year.
	This increase in cash used in investing activities is due to the acquisition
	of equipment, especially servers for operating the expanded business and our
	launch of the website in Malta in 2009. In addition, we collected $63,000
	from the sale of US players during the year ended December 31, 2008,
	compared to $120,000 in the prior year.

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

18

### AUDIT COMMITTEE

Our audit committee consists of two
	directors and reports to the Board of Directors. The audit committee meets
	regularly throughout the year and met with the independent auditors on
	March 31, 2009, and approved the
	financials statements for the year ended December 31, 2008.

ITEM 7. FINANCIAL
	STATEMENTS.

19

BINGO.COM,
  LTD. and subsidiaries

Consolidated
  Financial Statements

Years ended
	December 31, 2008 and 2007



|Report
        of Independent Registered Public Accounting Firm | 20
|--------------------------------------------------------------- | --
|Consolidated
  Financial Statements                             |   
|Balance
        Sheets                                          | 21
|Statements
        of Operations                                | 22
|Statements
        of Stockholders' Equity                      | 23
|Statements
        of Cash Flows                                | 24
|Notes
        to Consolidated Financial Statements              | 25

20

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.  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

21

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
			$nil (2007 - $36,778)
			(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.

22

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  
|                                                                          |  |   |             |  |   |            
|Cost of producing revenue                                                 |  |   | 3,791,218   |  |   | 1,404,851  
|                                                                          |  |   |             |  |   |            
|Gross profit                                                              |  |   | 1,858,347   |  |   | 964,894    
|                                                                          |  |   |             |  |   |            
|Operating expenses:                                                       |  |   |             |  |   |            
|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                                                  |  |   | 2,997,466   |  |   | 2,632,916  
|                                                                          |  |   |             |  |   |            
|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.

23

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.

24

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.

25

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.

26

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.

27

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), including a
	provision for doubtful accounts of $nil (2007 - $nil). Bad Debt recovery for
	the year ended December 31, 2008, was $nil (2007 - $107,486).

(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

28

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

29

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 

30

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 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

31

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.

32

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. 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                | $ | 43,239 | $ | 179,964 
|                                   |   |        |   |         
|Provision for doubtful
			accounts |   | -      |   | (36,778)
|                                   |   |        |   |         
|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          

33

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.

34

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.

35

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.

36

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.

37

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:

38

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.

39

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.

40

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.

41

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.

(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

42

PART III

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE
GOVERNANCE

DIRECTORS AND EXECUTIVE OFFICERS

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

|Name           | Age | Position                                                                       | Audit Committee | Governance Committee | Compensation Committee
|-------------- | --- | ------------------------------------------------------------------------------ | --------------- | -------------------- | ----------------------
|T. M. Williams | 68  | President and Chief Executive Officer
		and Chairman of our Board of Directors | X*              |                      |                       
|J. M. Williams | 33  | Vice-President, Business Development                                           | X               | X                    | X*                    
|C. M. Devereux | 45  | Vice-President, Corporate Affairs                                              |                 | X*                   | X                     
|H. W. Bromley  | 39  | Chief Financial Officer                                                        |                 |                      |                       

X* - Chairman of Committee

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

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

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

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

43

COMPOSITION OF OUR BOARD OF DIRECTORS

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

COMMITTEES OF OUR BOARD OF DIRECTORS

We currently have three committees of our Board
of Directors.

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

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

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

BOARD OF DIRECTORS MEETINGS

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

CODE OF ETHICS

On December 21, 2006, the Board of Directors of
Bingo.com, Ltd. (the "Board") adopted a new Code of Business Conduct and Ethics
(the "Code"), which applies to the Company's directors, officers and employees.
The Code was adopted to further strengthen the Company's internal compliance
program. The Code addresses among other things, honesty and integrity, fair
dealing, conflicts of interest, compliance with laws, regulations and policies,
including disclosure requirements under the federal securities laws, and
administration of the code. The code is available at the Company's website at
http://www.bingo.com/corp/governance.php in the Corporate section under
Corporate Governance. A copy of our Code of Ethics is available upon request at
no charge to any shareholder.

DIRECTOR COMPENSATION

Directors currently do not receive cash
compensation for their services as members of the Board of Directors,although members are reimbursed for expenses in connection with
attendance at Board of Directors meetings and specific business meetings. 
Directors are eligible to participate in our stock option plans. Option grants
to directors are at the discretion of the Board of Directors acting upon the
recommendation of the Compensation committtee.

SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the
Securities Exchange Act of 1934 requires our directors and executive officers,
and persons who own more than ten percent of a registered class of the Company's
equity securities, to file with the Securities and Exchange Commission (the
"SEC") initial reports of ownership and reports of changes in ownership of
common stock and other equity securities of

44

the Company. Officers, directors and
greater than ten percent stockholders are required by SEC regulation to furnish
us with copies of all Section 16(a) forms they file.

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

ITEM 11.  EXECUTIVE COMPENSATION

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

SUMMARY COMPENSATION TABLE

|                            |      | Annual Compensation | Long-term
		Compensation |                            
|--------------------------- | ---- | ------------------- | ------------------------ | ---------------------------
|Name and Principal Position | Year | Fees                | Bonus                    | Other Annual
		Compensation
|                            |      | $                   | $                        | $                          
|T.M. Williams -             | 2008 | -                   | -                        | -                          
|President and               | 2007 | -                   | -                        | -                          
|CEO (1)                     | 2006 | 9,075               | -                        | -                          
|J. M. Williams              | 2008 | 134,101             | -                        | -                          
|                            | 2007 | 123,788             | -                        | -                          
|C. M. Devereux              | 2007 | 134,101             | -                        | -                          
|                            | 2007 | 123,788             | -                        | -                          
|H. W. Bromley               | 2008 | 134,101             | -                        | -                          
|                            | 2007 | 123,788             | -                        | -                          
|                            | 2006 | 88,754              | -                        | -                          

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

OPTION GRANTS IN THE LAST FISCAL YEAR

During the fiscal year ended December 31, 2008,
we granted to Mr. T. M. Williams, Mr. J. M. Williams, Mr. C. M. Devereux and Mr.
H. W. Bromley stock options to purchase a total of 100,000 shares each of our
common stock at an exercise price of $0.31 per share until May 28, 2013. 174,500
stock options were exercised by our executive officers during the fiscal year
ended December 31, 2008. Subsequent to the year ended December 31, 2008, 55,000
stock options were exercised by one of our executive officers and 146,000 stock
options expired unexercised by two of our executive officers.

STOCK OPTION PLANS

Our 1999 Stock Option Plan has a total of
1,895,000 shares of our common stock reserved for issuance upon exercises of
options under the plan. As at December 31, 2008, there were a total of 1,094,500
stock options with exercise prices ranging from $0.05 to $0.15 per share issued,
of which 108,000 options have been exercised in total as at December 31, 2008.
As at December 31, 2008, there were a total 986,500 options outstanding at
exercise prices ranging from $0.10 to $0.15 per share. Options to purchase
800,500 shares remained available for future grant under the 1999 Stock Option
Plan.

Our 2001 Stock Option Plan has a total of
5,424,726 shares of our common stock reserved for issuance upon exercises of
options under the plan. As at December 31, 2008, there were a total of 3,850,700
stock options with exercise prices ranging from $0.05 to $0.33 per share issued,
of

45

which 1,767,200 options have been exercised in total as at December 31, 2008.
As at December 31, 2008, there were a total 2,083,500 options outstanding at
exercise prices ranging from $0.05 to $0.33 per share. Options to purchase
1,574,026 shares remained available for future grant under the 2001 Stock Option
Plan as at December 31, 2008.

During the year ended December 31, 2005, the
Company's Board of Directors adopted the 2005 stock option plan. The plan was
approved by the shareholders at the Annual general meeting held during the year
ended December 31, 2005. The Company has reserved a total of 2,000,000 common
shares for issuance under the 2005 stock option plan. As at December 31, 2008,
there were a total of 1,932,192 stock options with exercise prices ranging from
$0.27 to $0.91 per share issued, of which 6,250 options have been exercised in
total as at December 31, 2008. As at December 31, 2008, there were a total of
1,925,942 stock options outstanding at an exercise price ranging between $0.27
and $0.91 per share. Options to purchase 67,808 shares remained available for
future grant under the 2005 Stock Option Plan as at December 31, 2008.

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

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

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

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

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

46

market
value of our common stock.  The exercise price of options intended to qualify as
performance-based compensation for purposes of Code Section 162(m) shall not be
less than 100% of the fair market value of the stock.  The aggregate fair market
value of the common stock with respect to any incentive stock options that are
exercisable for the first time by an eligible employee in any calendar year may
not exceed $100,000.

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

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

EMPLOYMENT ARRANGEMENTS

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

The term of the amended Williams Agreement is
for a period of one year, unless terminated sooner by any of the parties under
the terms and conditions contained in the amended Williams Agreement. If the
amended Williams Agreement is not terminated by any of the parties, the term may
be renewed for a further one year period at the option of T.M. Williams (Row),
Ltd., on substantially the same terms and conditions, by giving three months
notice in writing to the Company. The agreement was renewed for a further one
year period on August 1, 2008, on substantially the same terms and conditions.
We 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, during the duration of the amended Williams Agreement, as consideration
for the provision of the services of Mr. Williams as President and Chief
Executive Officer of the Company.

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

PRINCIPAL STOCKHOLDERS

The following table sets forth certain
information known to us with respect to beneficial ownership of our common stock
as of March 31, 2009, by:

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

-     each of our
directors;

-     each of the Named
Executive Officers; and

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

In general, a person is deemed to be a
"beneficial owner" of a security if that person has or shares the power to vote
or direct the voting of such security, or the power to dispose or direct the
disposition of such security. In computing the number of shares beneficially
owned by a person and the percentage ownership of that person, shares of common
stock subject to options or

47

debentures held by that person that are currently
exercisable or convertible or exercisable or convertible within 60 days of March
31, 2009, are deemed outstanding.

Percentage of beneficial ownership is based upon
39,755,203shares of common stock outstanding at
March 31, 2009. To our knowledge, except
as set forth in the footnotes to this table and subject to applicable community
property laws, each person named in the table has sole voting and investment
power with respect to the shares set forth opposite such person's name.

|Name and Address of Beneficial Owner                                                                                     | Number of Shares Beneficially Owned |     | Percent of Class
|------------------------------------------------------------------------------------------------------------------------ | ----------------------------------- | --- | ----------------
|T. M. Williams
		#7 North Side Apartments
		Brimingin Drive
		The Valley, TV1 02P
		Anguilla,
		B. W. I.                 | 3,297,558                           | (1) | 7%              
|                                                                                                                         |                                     |     |                 
|J. M. Williams
		203 Shakespeare Tower
		The Barbican
		London, EC2Y 8DR
		United Kingdom                                | 814,700                             | (2) | 2%              
|                                                                                                                         |                                     |     |                 
|C. M. Devereux
		10 - 3036 West 4th Avenue
		Vancouver,
		BC, V6K 1R4
		Canada                                           | 729,500                             | (3) | 2%              
|                                                                                                                         |                                     |     |                 
|H. W. Bromley
		301 - 499 Broughton Street
		Vancouver BC, V6G 3K1
		Canada                                              | 902,500                             | (4) | 2%              
|                                                                                                                         |                                     |     |                 
|All directors and Named Executive
		Officers as a group (4 persons)                                                      | 5,744,258                           |     | 14%             
|                                                                                                                         |                                     |     |                 
|Bingo, Inc.
		P.O. Box 727,
		Landsome Road
		The Valley,
		Anguilla,
		B.W.I.                                           | 12,896,831                          | (5) | 29%             
|                                                                                                                         |                                     |     |                 
|Praetorian Capital Management LLC
		119 Washington Avenue, Suite 600
		Miami Beach, FL  33139
		United States of America | 5,946,043                           | (6) | 13%             
|                                                                                                                         |                                     |     |                 
|G. R. Williams
		Ballacarrick,
		Pooilvaaish Road, Castletown
		1M9 4PJ, Isle of Man,                                    | 3,447,000                           | (7) | 8%              

(1)  Includes 150,000 shares of common stock that may be issued upon
the exercise of 150,000 stock purchase options with an exercise price of $0.10
per share, 300,000 shares of common stock that may be issued upon the exercise
of 300,000 stock purchase options with an exercise price of $0.15 per share,
100,000 shares of common stock that may be issued upon the exercise of 100,000
stock purchase options with an exercise price of $0.60 per share, 25,000 shares
of common stock that may be issued upon the exercise of 25,000 stock purchase
options with an exercise price of $0.91 per share,100,000 shares of common stock
that may be issued upon the exercise of 100,000 stock purchase options with an
exercise price of $0.33 per share and 100,000 shares of common stock that may be

48

issued upon the exercise of 100,000 stock purchase options with an exercise
price of $0.31 per share. Also includes 2,522,558 shares held directly by Mr. T.
M. Williams. Subsequent to the year ended December 31, 2008, 200,000 shares of
common stock that may be issued upon the exercise of 200,000 warrants with an
exercise price of $0.35 per share expired unexercised.  Mr. T. M. Williams is
the potential beneficiary of certain discretionary trusts that hold
approximately 80% of the shares of a private holding company.  If 80% of the
shares of common stock beneficially owned by the private holding company are
included here, Mr. T. M. William's beneficial ownership changes to 12,840,023
shares, representing 35% of the Class.

(2)  Includes 225,000 shares of common stock that may be issued upon
the exercise of 225,000 stock purchase options with an exercise price of $0.10
per share, 100,000 shares of common stock that may be issued upon the exercise
of 100,000 stock purchase options with an exercise price of $0.60 per share,
25,000 shares of common stock that may be issued upon the exercise of 25,000
stock purchase options with an exercise price of $0.91 per share, 175,000 shares
of common stock that may be issued upon the exercise of 175,000 stock purchase
options with an exercise price of $0.27 per share and 100,000 shares of common
stock that may be issued upon the exercise of 100,000 stock purchase options
with an exercise price of $0.31 per share.  Also includes 189,700 shares held
directly by Mr. J. M. Williams.

(3)  Includes 225,000 shares of common stock that may be issued upon
the exercise of 225,000 stock purchase options with an exercise price of $0.10
per share, 100,000 shares of common stock that may be issued upon the exercise
of 100,000 stock purchase options with an exercise price of $0.60 per share,
25,000 shares of common stock that may be issued upon the exercise of 25,000
stock purchase options with an exercise price of $0.91 per share, 175,000 shares
of common stock that may be issued upon the exercise of 175,000 stock purchase
options with an exercise price of $0.27 per share and 100,000 shares of common
stock that may be issued upon the exercise of 100,000 stock purchase options
with an exercise price of $0.31 per share.  Also includes 104,500 shares held
directly by Mr. C. M. Devereux.

(4)  Includes 177,500 shares of common stock that may be issued upon
the exercise of 177,500 stock purchase options with an exercise price of $0.15
per share, 100,000 shares of common stock that may be issued upon the exercise
of 100,000 stock purchase options with an exercise price of $0.60 per share,
25,000 shares of common stock that may be issued upon the exercise of 25,000
stock purchase options with an exercise price of $0.91 per share, 175,000 shares
of common stock that may be issued upon the exercise of 175,000 stock purchase
options with an exercise price of $0.33 per share and 100,000 shares of common
stock that may be issued upon the exercise of 100,000 stock purchase options
with an exercise price of $0.31 per share.  Also includes 325,000 shares held
directly by Mr. H. W. Bromley.

(5)  Includes 12,896,831 shares held directly by Bingo, Inc., a private
holding company.

(6)  Includes 5,946,043 shares held by a subsidiary of Praetorian
Capital Management LLC a private company. Subsequent to the year ended December
31, 2008, a subsidiary of Praetorian Capital Management LLC 1,874,148 shares of
common stock that may be issued upon the exercise of 1,874,148 warrants with an
exercise price of $0.35 per share expired unexercised.

(7)  Includes 3,447,000 shares held directly by G. R. Williams. Mr. G.
R. Williams is not related to Mr T. M. Williams nor Mr J. M. Williams.

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

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

49

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.

ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES

During the year ended December 31, 2008, the
Company incurred fees of $50,537 (2007 - $49,484) from the principal accountant
- Dohan and Company, CPA's, P.A. $50,537 of these fees related to audit fees
(2007 - $48,166).

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

Approximately
eighty-six percent of the hours expended on the principal accountant's
engagement to audit our financial statements were attributed to work performed
by persons other than the principal accountant's full-time, permanent
employees.  The principal accountant reviewed all work done by such individuals.

PART IV

ITEMS 15.  EXHIBITS

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

50

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:    March 31, 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                  
March 31, 2009

T. M. Williams                         
Executive Officer and

Director (Principal

Executive Officer)



By:       /s/ H. W. Bromley
Chief Financial Officer             
March 31, 2009

H. W. Bromley
                         (Principal Financial and

Principal Accounting Officer)

51

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 :March 31, 2009

T. M. Williams, Chairman of the Board,

Chief Executive Officer, President and Secretary

(Principal Executive Officer)

52

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 :March 31, 2009

H.W. Bromley,

Chief Financial Officer

(Principal Accounting Officer)

53

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

March 31, 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.

54

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

March 31, 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.

55

EXHIBIT LIST

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

|Exhibit Number | Description                                                                                                                                                                                                   
|-------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.2           | Asset Purchase Agreement by and between
		Bingo, Inc. and Progressive Lumber, Corp. dated January 18, 1999. (a)                                                                                               
|10.24          | Amended Consulting Agreement dated
		February 28, 2002, between the Company, T.M. Williams (Row), Ltd., and
		T.M. Williams. (b)                                                                              
|10.29          | Amendment of Asset Purchase Agreement
		dated July 1, 2002. (c)                                                                                                                                               
|10.32          | Code of Business Conduct and Ethics
		dated December 22, 2006. (d)                                                                                                                                            
|31.1           | Certificate of Chief Executive Officer
		pursuant to the Securities Exchange Act Rules 13a-15(e) and 15d -15(e)
		as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
		dated March 31, 2009.
|31.2           | Certificate of Chief Financial Officer
		pursuant to the Securities Exchange Act Rules 13a-15(e) and 15d -15(e)
		as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
		dated March 31, 2009.
|32.1           | Certification from the Chief Executive
		Officer of Bingo.com, Inc. pursuant to 18 U.S.C. Section 1350, as
		adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated
		March 31, 2009.        
|32.2           | Certification from the Chief Financial
		Officer of Bingo.com, Inc. pursuant to 18 U.S.C. Section 1350, as
		adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated
		March 31, 2009.        

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

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

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

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

56