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, 2013

Or

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

SECURITIES
  EXCHANGE ACT OF 193

For
the transition period from  to

Commission
file number 333-120120-01



BINGO.COM,
  LTD.

(Exact
name of registrant as specified in its charter)



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



Hansa Bank Building, Ground Floor, Landsome Road

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

(Address
  of principal executive offices)



(264)
      461-2646

(Issuer's
  telephone number, including area code)



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



None

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



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



COMMON STOCK,
    NO PAR VALUE PER SHARE

(Title of
    Class)

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

	       No  [ X ]

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

	       No  [ X ]



|Indicate by check mark whether the registrant (1) has filed all
			reports required to be filed by Section 13 or 15(d) of the
			Securities Exchange Act of 1934 during the preceding 12 months (or
			for such shorter period that the registrant was required to file
			such reports), and (2) has been subject to such filing requirements
			for the past 90 days.                   
			  Yes  [ X ] 

			       No [   ]                                                                                                                                              
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Indicate by check mark whether the registrant has submitted
			electronically and posted on its corporate Web site, if any, every
			Interactive Data File required to be submitted and posted pursuant
			to Rule 405 of Regulation S-T during the preceding 12 months. Yes  [
			X ]         No [   ]                                                                                                                                                                                                                                                                      
|Indicate by check mark if disclosure of delinquent filers pursuant
			to Item 405 of Regulation S-K is not contained herein, and will not
			be contained, to the best of registrant's knowledge, in definitive
			proxy or information statements incorporated by reference in Part
			III of this Form 10-K or any amendment to thisForm 10-K.                                                                         
			[   ]                                                                                                                                           
|Indicate by check mark whether the
			registrant is a large accelerated filer, an accelerated filer, a
			non-accelerated filer, or a smaller reporting company. See the
			definitions of "large accelerated filer," "accelerated filer" and
			"smaller reporting company" in Rule 12b-2 of the Exchange Act.
			Large accelerated filer   [  ]
			                                            Accelerated
			filer                      [  
			]
			Non-accelerated filer     [  ]

			                                            Smaller reporting
			company      [ X ]

|Indicate by check mark whether the
			registrant is a shell company (as defined in Rule 12b-2 of the
			Act).                                                                                              
			Yes  [   ]       No  [ X ]                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|State issuer's revenues for its most recent fiscal year.                                          $1,938,699                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|State the aggregate market value of the voting and
						non-voting common equity held by non-affiliates computed
						by reference to the price at which the common equity was
						last sold, or the average bid and asked price and asked
						price of such common equity, as of the last business day
						of the registrant's most recently completed second
						fiscal quarter.
			Our common stock is currently quoted on the Over the Counter Markets -
			The Venture Marketplace ("OTCQB") operated by OTC Markets Group Inc.
			(http://www.otcmarkets.com/) under the symbol "BNGOF".
			The closing share price as of
			March 24, 2014, being $0.50
			per share: $34,188,851.
|APPLICABLE ONLY TO CORPORATE
			REGISTRANTS
			Indicate the
			number of shares outstanding of the registrant's common stock, no
			par value per share, was 68,377,703 as of
			March 24, 2014.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|DOCUMENTS INCORPORATED
			BY REFERENCE
			The merger of Bingo.com, Inc. with
			Bingo.com, Ltd., which was approved by the Securities Exchange
			Commission on March 8, 2005, and is effective on April 7, 2005, is
			described in the prospectus filed under Rule 424(b) of the
			Securities Act and the Form S-4, which were filed on March 9, 2005,
			and March 4, 2005, respectively. The Company filed Form SB2 on
			September 18, 2007, for the registration of shares originally issued
			in the private placement.                                                                                                                                                                   

Page 1



###### TABLE OF CONTENTS

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

|ITEM 2.                                                                                                                   | PROPERTIES                                                                                                       | 10
|------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------- | --
|ITEM 3.                                                                                                                   | LEGAL
		PROCEEDINGS                                                                                              | 10
|ITEM 4.                                                                                                                   | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.                                                             | 10
|                                                                                                                          |                                                                                                                 
|PART II                                                                                                                   | 11                                                                                                              
|ITEM 5.                                                                                                                   | MARKET FOR
		REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
		PURCHASES OF EQUITY SECURITIES | 11
|ITEM 6.                                                                                                                   | SELECTED FINANCIAL DATA                                                                                          | 13
|ITEM 7.                                                                                                                   | MANAGEMENT'S
	DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                           | 14
|ITEM 8.                                                                                                                   | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                                      | 19
|ITEM 9.                                                                                                                   | CHANGES IN AND
	DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                            | 43
|ITEM 9A.                                                                                                                  | CONTROLS AND
	PROCEDURES                                                                                         | 43
|ITEM 9B.                                                                                                                  | OTHER
	INFORMATION                                                                                               | 44
|                                                                                                                          |                                                                                                                  |   
|PART III                                                                                                                  |                                                                                                                  | 45
|ITEM 10.                                                                                                                  | DIRECTORS, EXECUTIVE
	OFFICERS AND CORPORATE GOVERNANCE                                                          | 45
|ITEM 11.                                                                                                                  | EXECUTIVE
	COMPENSATION                                                                                          | 48
|ITEM 12.                                                                                                                  | SECURITY
	OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
	STOCKHOLDERS MATTERS                | 51
|ITEM 13.                                                                                                                  | CERTAIN
	RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE                                       | 53
|ITEM 14.                                                                                                                  | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                                           | 53
|                                                                                                                          |                                                                                                                  |   
|PART IV                                                                                                                   |                                                                                                                  | 53
|ITEM 15.                                                                                                                  | EXHIBITS                                                                                                         | 53
|SIGNATURES                                                                                                                | 54                                                                                                              
|CERTIFICATIONS                                                                                                            | 55                                                                                                              
|CERTIFICATION PURSUANT TO
	18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE
		SARBANES-OXLEY ACT OF 2002 | 57                                                                                                              
|EXHIBIT LIST                                                                                                              | 59                                                                                                              
|                                                                                                                         

Page 2

PART I

This Annual Report on Form 10-K contains
	forward-looking statements that involve risks and uncertainties.  All
	statements contained herein that are not statements of historical fact
	constitute "forward-looking statements" within the meaning of the Private
	Securities Litigation Reform Act of 1995. Discussions containing
	forward-looking statements may be found in the material set forth under
	"Business," and "Management's Discussion and Analysis or Plan of Operation,"
	as well as in this Annual Report generally.  We generally use words such as
	"believes," "intends," "expects," "anticipates," "plans," and similar
	expressions to identify forward-looking statements. Although we believe that
	the expectations reflected in the forward-looking statements are reasonable,
	we cannot guarantee future results, level of activity, performance or
	achievements. These forward-looking statements are subject to risks,
	uncertainties and other factors, some of which are beyond our control, which
	could cause actual results to differ materially from this forecast or
	anticipated in such forward-looking statements.

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

ITEM 1. BUSINESS

INTRODUCTION

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

We generate our main source of revenue from
	players depositing funds into their Bingo.com account and play games for
	money. An additional source of revenue comes from selling advertising on the
	website to other companies who wish to advertise their products to our user
	demographic. We obtained a gaming license and commenced gambling operations
	from Curacao, Netherlands Antilles in May 2005. The Company was granted a
	license by the Lotteries and Gaming Authority of Malta, and commenced
	operating under this Maltese license in March 2009.

During the year ended December 31, 2010, we
	joined the Unibet International Limited ("Unibet") Partner Program as a
	network operator of their multi-language and multi-currency bingo and casino
	system. The Unibet Partner Program provides a complete solution to Bingo.com
	which includes gambling licenses, multi-language customer support, financial
	processing capabilities, website technology, bingo games, soft games, casino
	games and many other services required to operate an online gambling
	business.  Bingo.com players continue to play on the website www.bingo.com
	but now participate in rooms shared alongside players from Maria.com and
	Bingo.se. These combined games increase the gaming liquidity and create one
	of the largest and most international online gaming systems in operation.

Unibet is paid a commission based on a fixed
	percentage of the gaming revenues generated on the Bingo.com website.
	 Unibet owns, creates and runs the service offered and it's the Company's
	responsibility to drive traffic to the website.

In addition, as a member of the Partner
	Program, Bingo.com is no longer required to secure or maintain any online
	gambling licenses of its own as the Company is permitted to offer Internet
	gambling products to its players pursuant to Unibet's licenses in relevant
	jurisdictions.

Page 3

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

Furthermore, in an attempt to maximize the
	value of our North American visitors to whom we cannot offer online gambling
	services, we have commenced the development of an innovative social bingo
	game called Trophy Bingo which we expect to launch globally on Android in
	the first quarter of 2014 and on iOS in the second quarter of 2014.

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

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

History and Corporate Structure

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

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

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

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

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

Bingo.com, N.V. was incorporated under the
	laws of Curacao, Netherlands Antilles on October 29, 2004. During the year
	ended December 31, 2013, the Company sold the shares in Bingo.com, N.V.

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

On January 1, 2013, we acquired 100% of the
	share capital of Shoal Media Inc., an Anguillian Company.

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.

Page 4

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
	Over the Counter Markets - The Venture Marketplace ("OTCQB") operated by OTC
	Markets Group Inc. 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.

Bingo.com Domain Name

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

During the year ended December 31, 2002, the
	agreement was amended so that the remaining Domain Name Purchase payments to
	the vendor were made monthly, based on 4% of the preceding month's gross
	revenue.

In the latter half of fiscal 2010,
	the Company engaged an independent
	valuation company, to value the remaining 4% Domain Name Purchase payments.
	 The Company reviewed the independent valuation and after considering
	this and other external variables, the Company and Bingo, Inc., the holder
	of the 4% Domain Name Purchase payments, agreed that the value of the 4%
	Domain Name Purchase payments to be $900,000. During the year ended December
	31, 2010, the Company purchased the remaining Domain Name Purchase payments
	for $900,000 from Bingo, Inc., with the issuance of 6,000,000 common shares
	of Bingo.com, Ltd., at a value of $0.15 per share.

BUSINESS OVERVIEW

Our objective is to become a major online
	provider of bingo based games and entertainment. We intend to leverage the
	worldwide popularity of bingo with the growth of the Internet and become the
	bingo player's portal of choice.

We are in the business of owning and
	marketing an entertainment website which provides a variety of games, both
	for free and for money. As a member of the Unibet Partner Program, we have
	focused our website around a core gaming offering of bingo, slots, and
	casino games which are appreciated by our visitors.  The content contained
	on our website is developed and maintained in partnership with Unibet. We
	are attempting to create a valuable entertainment website with an extensive
	database of active players.

In the first quarter of 2014, the Company
	expects to launch globally an innovative social bingo game on Android
	smartphones and tablets and on iOS smartphones and tablets in the second
	quarter of 2014. This game will be free-to-play but will have the incentives
	for players to facilitate 'in game' purchases which may drive additional
	revenue.

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

Page 5

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, 2013,
	$430,500 (2012 - $430,500) of the $1,200,050 had been paid. During the year
	ended December 31, 2012 the website operating with these players ceased to
	exist and is no longer operational. No additional funds will be recovered.

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

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

Gaming revenue from the Bingo.com website accounted
	for approximately 99% of our revenue for the year ended December 31, 2013.

Advertising Revenue Business

Our entertainment portal includes a variety
	of free bingo and other 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. We intend to continue to
	provide points-based, play-for-free games in jurisdictions, such as the
	United States, where online gaming is not permitted.

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 1% of our revenue for the year ended December 31, 2013.
	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.

Social Bingo Business

The Company is in the process of developing a
	social bingo game called Trophy Bingo on iOS, Android, smartphones and
	tablets and on Facebook. The Company has applied for patents on several
	innovative game mechanics incorporated into the design of Trophy Bingo.

During the second quarter of 2013, the
	Company beta launched Trophy Bingo in selected jurisdictions. During the
	first quarter of 2014, we plan on launching Trophy Bingo globally on Android
	smartphones and tablets and on iOS smartphones and tablets in the second
	quarter of 2014.  Revenue will be generated in the game via in-app
	purchases.

The Niche

We continue to work towards positioning
	ourselves as a 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 that bingo is well suited for
	online entertainment content, and that online games are a compelling
	entertainment medium for a mass user audience.  We also believe that players
	will value

Page 6

an opportunity to win prizes and cash while being allowed to
	access bingo focused content according to their own schedule, their own
	currency and from their own location.

BUSINESS STRATEGY

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

Revenue streams

In 2013, we generated 99% of our revenue from
	gaming revenue and 1% of our revenue from advertising revenue. We earned
	these revenues from our portal through a variety of ways, such as the
	following:

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

-   Banner and button advertisements on our website;

-   Sponsorships of email newsletters or parts of our site;

Throughout 2013, we were focused primarily on
	increasing our gaming revenue at the expense of our advertising revenue and
	developing the social bingo game, Trophy Bingo. During the year ended
	December 31, 2005, we suspended the majority of the sale of advertising and
	focused entirely on the gaming revenue component of the business.  With the
	passing of the United States Unlawful Internet Gambling Act in October of
	2006, we again began to serve advertising on our website.

Advertising revenue calculations are based on
	click-throughs, percentage of sales transactions, or other methods depending
	on the details of the agreements.

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 the development of the Bingo.com website in a manner
	that will attract the most traffic and player registrations.

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 players, we, in
	partnership with Unibet, are creating a value based website which is backed
	by an extensive database of registered players.

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 a 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. 
	During the year ended December 31, 2013, we continued our marketing
	campaigns to generate traffic to the website. We are continuing with these
	campaigns in 2014.

Marketing Strategy

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

Page 7

Advertising focused on promoting the
	Bingo.com website in targeted international markets through affiliate
	programs, strategic partnerships, 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.

OPERATIONS

Employees

As of December 31, 2013, we had two full-time
	employees, not including temporary personnel, consultants, and independent
	contractors. We retain consultants to provide special expertise in
	developing strategy, marketing, software and technologies and outsource our
	development resources. None of our employees is represented by a labor
	union, and we believe that our relationship with our employees is good.

We are substantially dependent upon the
	continued services and performance of J. M. Williams, Chief Executive
	Officer and T. M. Williams, Executive Chairman. The loss of the services of
	these key individuals 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 any individuals.

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

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

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

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

Due to the increasing popularity and use of
	the Internet, it is possible that laws and regulations may be adopted,
	covering issues such as user privacy, defamation, pricing, taxation, content
	regulation, quality of products and services, and intellectual property
	ownership and infringement.  Such legislation could expose us to substantial
	liability as well as dampen the growth in use of the Internet,

Page 8

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

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

Costs and Effects of Compliance with Environmental Laws

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

BRITISH COLUMBIA SECURITIES COMMISSION

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

FINANCIAL INFORMATION ABOUT GEOGRAPHIC AREAS

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

AVAILABLE INFORMATION

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

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

Page 9

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.

ITEM 2. PROPERTIES.

Our executive office is located in The
	Valley, Anguilla, British West Indies. We commenced the lease agreement on
	April 1, 2010, for a period of one year.
	Unless 3 month's notice is given it automatically renews for a future 3
	months until notice is given. To date
	no notice has been given. The monthly rental is $250.

Our primary administrative facility is
	located in leased space in Vancouver, British Columbia.  During the year
	ended December 31, 2011, the lease was amended. The lease expires
	April 30, 2014. Subsequent to the year
	ended December 31, 2013, this lease was extended for a further 3 years and
	expires on April 30, 2017. This facility comprises approximately 463 square
	feet. The monthly rental is approximately $1,532.

We operate a sales and marketing office in
	London, United Kingdom, where we rent space on a monthly basis from a
	shareholder who owns greater than 10% of the Company. During the year ended
	December 31, 2013, the rent was GBP5,000 per month. This lease expired on
	December 31, 2013, and has not been renewed.

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, 2013. 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
	Anguilla on June 27, 2013, all matters were unanimously approved. There were
	no submissions of matters to a vote of security holders during the third and
	fourth quarter of 2013.

Page 10

PART II

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

Our common stock is currently quoted on the
	Over the Counter Markets - The Venture Marketplace ("OTCQB") operated by OTC
	Markets Group Inc. under the symbol "BNGOF".

On March 19, 1997, our common stock was
	approved for trading on the National Association of Securities Dealers OTC
	Bulletin Board (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". In 2011, we
	transferred to the Over the Counter Markets - The Venture Marketplace
	("OTCQB") operated by OTC Markets Group Inc., whilst continuing our 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, 2013  | $0.53    | $0.35  
|September 30, 2013 | $0.52    | $0.36  
|June 30, 2013      | $0.60    | $0.36  
|March 31, 2013     | $0.41    | $0.35  
|December 31, 2012  | $0.75    | $0.35  
|September 30, 2012 | $0.44    | $0.41  
|June 30, 2012      | $0.75    | $0.32  
|March 31, 2012     | $0.50    | $0.25  

1.             Prices as per Yahoo! TM
	Finance

On
	March 24,
	2014, the last reported sale price of our common stock, as reported by the OTCQB,
	was $0.50
	per share.

As of
	March 24,
	2014, we believe there are approximately
	1,266
	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.  The Board of Directors
	is presently reviewing the Companies dividend policy. Any future payment of
	dividends will depend upon our results of operations, financial condition,
	cash requirements and other factors deemed relevant by our Board of
	Directors.

Recent Sales of Unregistered Securities

On October 22, 2012, we closed an offer of
	1,000,000 common shares at $0.45 per share to one subscriber. These shares
	were issued under Regulation S. The subscriber who received shares under
	Regulation S is not a 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 subscriber to the offering under Regulation S acknowledged that
	the securities purchased must come to rest outside the U.S., and the
	certificates will contain a legend restricting the sale of such securities
	until the Regulation S holding period is satisfied.

Page 11

On November 29, 2012, we closed an offer of
	1,000,000 common shares at $0.45 per share to one subscriber. These shares
	were issued under Regulation S. The subscriber who received shares under
	Regulation S is not a 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 subscriber 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.

On April 8, 2013, we closed an offer of
	1,000,000 common shares at $0.45 per share to one subscriber. These shares
	were issued under Regulation S. The subscriber who received shares under
	Regulation S is not a 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 subscriber 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.

On June 11, 2013, we closed an offer of
	1,000,000 common shares at $0.45 per share to one subscriber. These shares
	were issued under Regulation S. The subscriber who received shares under
	Regulation S is not a 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 subscriber 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,
	2013, we closed an offer of 500,000 common shares at $0.40 per share to one
	subscriber. These shares were issued under Regulation S. The subscriber who
	received shares under Regulation S is not a 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 subscriber 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 nil stock purchase options (2012 - nil) outstanding at December 31,
	2013. During the year ended December 31, 2013, there were nil options
	exercised and nil options expired, issued under the 1999 plan.

We have reserved a total of 5,424,726 common
	shares for issuance pursuant to grants under the 2001 stock option plan. 
	Pursuant to this plan we have 605,000 stock purchase options (2012 -
	1,190,000) outstanding as at December 31, 2013. These options are fully
	vested at December 31, 2013. During the year ended December 31, 2013, nil
	options issued under the 2001 plan were exercised and 585,000 options issued
	under the 2001 plan expired unexercised.

During the year ended December 31, 2012, the expiry date on 75,000 options
	granted under the 2001 stock plan, with an expiry date of February 28, 2012
	and an exercise price of $0.27 per share, was extended for 2 years.

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 805,000 stock purchase options (2012 - 955,000) outstanding at
	December 31, 2013. These options are fully vested at December 31, 2013.
	During the year ended December 31, 2013, there were no stock options, issued
	under the 2005 plan, exercised, however 150,000 stock options issued under
	the 2005 plan expired unexercised.

During the year ended December 31, 2012, the expiry date on 285,000 options
	granted under the 2005 plan, with an expiry date of February 28, 2012 and an
	exercise price of $0.27 per share, was extended for 2 years.

Page 12

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

Equity Compensation Plan Information

|Plan category                                                 | Number of securities to be
			issued upon exercise of outstanding options and rights | Weighted average exercise
			price of outstanding options and rights | Number of securities remaining available for future issuance
|------------------------------------------------------------- | ------------------------------------------------------------------------------------ | -------------------------------------------------------------------- | ------------------------------------------------------------
|                                                              | (a)                                                                                  | (b)                                                                  | (c)                                                         
|Equity compensation plans
			approved by security holders     | 1,410,000                                                                            | $0.19                                                                | 5,710,776                                                   
|Equity compensation plans
			not approved by security holders | 0                                                                                    | 0                                                                    | 0                                                           
|Total                                                         | 1,410,000                                                                            | $0.19                                                                | 5,710,776                                                   

ITEM
	6. SELECTED FINANCIAL DATA.

Consolidated Statement of Operations Data:

|                                                                     |   |             |   | Year Ended December 31, |  
|-------------------------------------------------------------------- | - | ----------- | - | ----------------------- | -
|                                                                     |   | 2013        |   | 2012                    |  
|                                                                     |   |             |   |                         |  
|Revenue                                                              |   |             |   |                         |  
|Advertising revenue                                                  | $ | 25,133      | $ | 44,693                  | $
|Gaming revenue                                                       |   | 1,913,566   |   | 1,721,135               |  
|Total revenue                                                        |   | 1,938,699   |   | 1,765,828               |  
|                                                                     |   |             |   |                         |  
|Cost of producing revenue                                            |   | -           |   | -                       |  
|Operating expenses excluding
			interest and other income (expenses) |   | (2,725,736) |   | (1,812,313)             |  
|Interest and other income                                            |   | 840         |   | 1,258                   |  
|Income tax expense                                                   |   | (1,666)     |   | (1,008)                 |  
|Net loss                                                             | $ | (787,863)   | $ | (46,235)                | $
|                                                                     |   |             |   |                         |  
|Basic and diluted net loss per share                                 | $ | (0.01)      | $ | (0.00)                  | $
|Weighted average common shares
			outstanding                        |   | 67,165,374  |   | 64,156,392              |  
|                                                                     |   |             |   |                         |  



|                                 |   |           |   | Year Ended December 31, |   |           |  
|-------------------------------- | - | --------- | - | ----------------------- | - | --------- | -
|                                 |   | 2013      |   | 2012                    |   | 2011      |  
|Consolidated Balance Sheet Data: |   |           |   |                         |   |           |  
|Cash                             | $ | 491,203   | $ | 876,004                 | $ | 787,524   | $
|Total assets                     |   | 3,607,123 |   | 3,362,054               |   | 2,438,967 |  
|Total liabilities                |   | 238,540   |   | 105,608                 |   | 96,291    |  
|Long term obligations            |   | -         |   | -                       |   | -         |  
|Total stockholders' equity       |   | 3,368,583 |   | 3,256,446               |   | 2,342,676 |  
|Working capital (deficit)        |   | 646,015   |   | 1,640,713               |   | 1,058,631 |  

Page 13

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

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

#### OVERVIEW

From 1999 to 2013, we have been focused on
	providing online bingo games over the Internet to players around the world.
	We began to experience revenue growth from the advertising contained in
	these games in fiscal 2000. In early 2005 we expanded our entertainment
	offering to include bingo games for money as well as soft games such as
	video poker, slots and hi-lo.  In 2010, Bingo.com joined the Unibet Partner
	Program, and is now focused on marketing its offering to players around the
	world.

Ninety-nine percent of our revenue in 2013
	was derived from gaming revenues and one percent from the sale of Internet
	advertising. We expect that in the future gaming revenue combined with
	revenues derived from in App purchases in Trophy Bingo will contribute the
	majority of our total revenue.

We have made a significant investment in the
	development of our website,
	development of Trophy Bingo, purchase
	of domain name, branding, marketing, and maintaining operations.  As a
	result we have incurred significant losses since inception, and as of
	December 31, 2013, had an accumulated deficit of $16,753,687.

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, 2013, and 2012, and the consolidated
	balance sheet data as of December 31, 2013, and 2012, are derived from our
	audited consolidated financial statements included in Item 7 of this report,
	which have been audited by Davidson and Company LLP, independent auditors.
	The consolidated statement of operations data for the years ended December
	31, 2011, 2010, and 2009, and the consolidated balance sheet data as of
	December 31, 2011, 2010, and 2009, 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.

During the year ended December 31, 2010,
	Bingo.com joined the Unibet International Limited ("Unibet") Partner Program
	as a network operator of their multi-language and multi-currency bingo and
	casino system.  The Unibet Partner Program provides a complete solution to
	Bingo.com which includes gambling licenses, multi-language customer support,
	financial processing capabilities, website technology, bingo games, soft
	games, casino games and many other services required to operate an online
	gambling business.  Bingo.com players continue to play on the website
	www.bingo.com but now participate in rooms shared across the entire Unibet
	Partner program alongside players from Mariabingo.com and Bingo.se. These
	combined games increase the gaming liquidity and create one of the largest
	and most international online gaming systems in operation.

Unibet is paid a commission based on a fixed
	percentage of the gaming revenues generated on the Bingo.com website.  This
	agreement is for a minimum of 1 years and will automatically extend for a
	further year unless written notice is given. Unibet will own, create and run
	the service offered and it is the Company's responsibility to drive traffic
	to the website.

Page 14

In addition, as a member of the Partner
	Program, Bingo.com is no longer required to secure or maintain any online
	gambling licenses of its own as the Company is permitted to offer Internet
	gambling products to its players pursuant to Unibet's licenses in relevant
	jurisdictions.

The Company also intends to expand its
	sources of revenue by developing and marketing its social media game Trophy
	Bingo.  During the second quarter of 2013, the Company beta launched Trophy
	Bingo in selected jurisdictions. During the first quarter of 2014, we plan
	on launching Trophy Bingo globally on Android smartphones and tablets and on
	iOS smartphones and tablets in the second quarter of 2014.

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, less commissions on all games, less all
	winnings payable to players.

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

Impairment
	of Long-lived Assets

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

Software Development
	Costs

Software development costs incurred in the
	research and development of new software products and enhancements to
	existing software products for external use are expensed as incurred until
	technological feasibility has been established. After technological
	feasibility is established, any software development costs are capitalized
	and amortized on a straight-line basis over the estimated economic life of
	the related product. The Company performs an annual review of the estimated
	economic life and the recoverability of such capitalized software costs. If
	a determination is made that capitalized amounts are not recoverable based
	on the estimated cash flows to be generated from the applicable software,
	any remaining capitalized amounts are written off.  The Company has
	capitalized 100% its development costs of Trophy Bingo in 2013.

Page 15

SOURCES OF REVENUE AND
	REVENUE RECOGNITION

We generate our revenue from the
	following:

-  
	Marketing our website to drive players to our website which under
	the Unibet Partner Program provides
	Internet games for money. We recognize revenue on this basis based on the
	total dollars wagered, including bonus wagered, less commissions on all
	games less all winnings payable to players.

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

SUPPLEMENTARY FINANCIAL
	INFORMATION

Quarterly Results of Operations

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

|                                                     |   |                   |  | Three Months Ended | 
|---------------------------------------------------- | - | ----------------- |  | ------------------ | 
|                                                     |   | December 31, 2013 |  | September 30 2013  | 
|                                                     |   | (Unaudited)       |  | (Unaudited)        | 
|Revenue                                              |   |                   |  |                    | 
|Advertising revenue                                  | $ | 6,098             |  | 6,731              | 
|Gaming revenue                                       |   | 398,390           |  | 446,022            | 
|Total Revenue                                        |   | 404,488           |  | 452,753            | 
|                                                     |   |                   |  |                    | 
|Operating expenses and other
			(income) / expenses  |   | 632,989           |  | 549,709            | 
|Income (loss) before income taxes                    |   | (228,501)         |  | (96,956)           | 
|Income tax expense (recovery)                        |   | 1,666             |  | -                  | 
|Net income (loss)                                    | $ | (230,167)         |  | (96,956)           | 
|Basic and diluted net income (loss)
			per share     | $ | (0.00)            |  | (0.00)             | 
|Weighted average common shares,
			basic and diluted |   | 67,877,703        |  | 67,877,703         | 



|                                                     |   |                   |  | Three Months Ended | 
|---------------------------------------------------- | - | ----------------- |  | ------------------ | 
|                                                     |   | December 31, 2012 |  | September 30 2012  | 
|                                                     |   | (Unaudited)       |  | (Unaudited)        | 
|Revenue                                              |   |                   |  |                    | 
|Advertising revenue                                  | $ | 4,927             |  | 12,511             | 
|Gaming revenue                                       |   | 549,104           |  | 445,237            | 
|Total Revenue                                        |   | 554,031           |  | 457,748            | 
|                                                     |   |                   |  |                    | 
|Operating expenses and other
			(income) / expenses  |   | 514,477           |  | 428,746            | 
|Income (loss) before income taxes                    |   | 39,554            |  | 29,002             | 
|Income tax expense (recovery)                        |   | 948               |  | -                  | 
|Net income (loss)                                    | $ | 38,606            |  | 29,002             | 
|Basic and diluted net income (loss) per
			share     | $ | 0.00              |  | 0.00               | 
|Weighted average common shares,
			basic and diluted |   | 64,156,392        |  | 63,877,703         | 

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

Page 16

RESULTS OF OPERATIONS

Years Ended December
	31, 2013 and 2012

Revenue

Total revenue increased to $1,938,699 for
	the year ended December 31, 2013, an increase of 10% over revenue of
	$1,765,828 for the same period in the prior year. Gaming revenue increased
	to $1,913,566 for the year ended December 31, 2013, an increase of 11% over
	gaming revenue of $1,721,135 for the same period in the prior year. This
	increase compared to the prior year is due to an increase in players as a
	result of increased marketing. Advertising Revenue decreased to $25,133 for
	the year ended December 31, 2013, a decrease of 44% over revenue of $44,693
	for the same period in the prior year. During the first quarter of fiscal
	2010 the Company suspended sales of new advertising.

Selling and
	marketing expenses

Selling and marketing expenses increased to
	$2,142,423 for the year ended December 31, 2013, an increase of 76% over
	sales and marketing expenses of $1,217,416 in the prior year. Selling and
	marketing expenses principally include costs for television marketing,
	Search Engine Optimization expenses, prizes for our players and other
	bonuses and incentives offered to gaming players.  The increase in selling
	and marketing expenses for the year ended December 31, 2013, compared to
	fiscal 2012 is due to a larger media budget in fiscal 2013 to drive
	additional players to the website and to expand into new European markets.

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

General and
	administrative expenses

General and administrative expenses consist
	primarily of premises costs for our office, legal and professional fees, and
	other general corporate and office expenses. General and administrative
	expenses increased to $296,494 for the year ended December 31, 2013, a 28%
	increase over costs of $230,849 for the previous year. General and
	administrative expenses have increased in comparison to the prior year is
	due to the legal fees incurred in patenting the game mechanics of the
	Company's new social media game, Trophy Bingo and an increase in rental
	costs.

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

Salaries, wages, consultants and benefits

Salaries, wages, consultants and benefits
	decreased to $272,496 during the year ended December 31, 2013, a decrease of
	20% over costs of $339,943 for the previous year. The majority of the
	Company's salaries, wages, consultants and benefits are incurred in Canadian
	Dollars. This decrease in comparison to the prior year is due to the
	capitalization of salaries of staff involved in the development of the
	Company's new social media game, Trophy Bingo.

Depreciation and amortization

Equipment is depreciated using the declining
	balance method over the useful lives of the assets, ranging from three to
	five years.  Depreciation decreased to $4,687 during the year ended December
	31, 2013, a decrease of 1% over depreciation of $4,755 during the prior
	year. This decrease in depreciation and amortization compared to fiscal
	2012, is due to the aging of the Company's equipment and the disposal of
	obsolete equipment.

Page 17

Stock
	based Compensation

During the year ended December 31, 2006, the
	Company adopted ASC 718, Compensation-Stock Compensation, which requires us
	to expense stock options granted. Stock based compensation decreased to $nil
	during the year ended December 31, 2013, a decrease over stock based
	compensation of $60,005 during the prior year. This decrease in stock based
	compensation during the year ended December 31, 2013, is due to the
	extension of the terms of the options expiring in 2012. There were no stock
	options granted during the year ended December 31, 2013 and 2012.

Other income and expenses

During the year ended December 31, 2013, we
	made foreign exchange gains of $1,552 compared to foreign exchange gains of
	$52,155 in the prior year. These gains are due to the exchange rate
	movements of the US Dollar compared to the Pound Sterling and the Canadian
	Dollar.

During the year ended December 31, 2013, we
	received interest income of $840, a decrease of 33% compared to interest
	income of $1,258 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 the reduction in cash due to the expenditures during fiscal 2013,
	especially on marketing campaigns.

Income taxes

The Company incurred income tax expense of
	$1,666 during the year ended December 31, 2013, in relation to profits
	earned in its subsidiaries in different jurisdictions compared to income tax
	expense of $1,008 in the prior year. During the year ended December 31,
	2005, the Bingo.com, Inc. merged with its subsidiary Bingo.com, Ltd. in
	Anguilla, British West Indies. Anguilla is a zero tax jurisdiction.

Net loss and
	loss per share

We ended the year ended December 31, 2013,
	with a net loss of ($787,863) a basic and diluted loss per share of ($0.01),
	compared to prior year's net loss and loss per share of ($46,235), and
	($0.00), respectively. The increase in net loss for the year ended December
	31, 2013, compared to the prior year, is due to an increase in marketing as
	a result of the increased marketing campaign in fiscal 2013.

LIQUIDITY
	AND CAPITAL RESOURCES

We had cash of $491,203 and positive working
	capital of $646,015 at December 31, 2013. This compares to cash of $876,004
	and working capital of $1,640,713 at December 31, 2012. During the year
	ended December 31, 2013, Bingo.com, Ltd. completed two private placements
	offering 1,000,000 shares at $0.45 per share each.  Total proceeds of these
	offering were $900,000. Subsequent to the year ended December 31, 2013, the
	Company completed a private placement offering 500,000 shares at $0.40 per
	share each.  Total proceeds of this offering was $200,000.

During the year ended December 31, 2013, we
	used cash of $224,192 in operating activities compared to using cash of
	$475,407 in the prior year.

Net cash generated by financing activities
	was $900,000 in the year ended December 31, 2013, which compares to cash
	generated by financing activity of $900,000 in 2012. This cash generated by
	financing activity is due to the cash raised from two private placements
	during the year ended December 31, 2013.

Cash of $1,058,432 was used in investing
	activities in fiscal 2013, compared to cash used in investing activities of
	$336,113 in the prior year. This increase in cash used in investing
	activities is due to the development of the social bingo game, Trophy Bingo,
	and website.

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

Page 18

Off Balance
	Sheet Arrangements

We did not have any Off Balance sheet
	arrangements for the year ended December 31, 2013 and 2012.

AUDIT COMMITTEE

Our audit committee consists of four
	directors and reports to the Board of Directors. The audit committee meets
	regularly throughout the year and met with the independent auditors on March
	18, 2014, and approved the financials statements for the year ended December
	31, 2013.

ITEM 8. FINANCIAL
	STATEMENTS AND SUPPLEMENTARY DATA.

Page 19

BINGO.COM, LTD.
	and subsidiaries

Consolidated
	Financial Statements

Years ended
	December 31, 2013 and 2012



|Report of Independent Registered Public Accounting Firm for the year
		ended December 31, 2013 and 2012 | 21
|------------------------------------------------------------------------------------------------------- | --
|Consolidated
  Financial Statements                                                                     |   
|Balance
        Sheets                                                                                  | 22
|Statements
        of Operations                                                                        | 23
|Statements
        of Stockholders' Equity                                                              | 24
|Statements
        of Cash Flows                                                                        | 25
|Notes
        to Consolidated Financial Statements                                                      | 26

Page 20

DAVIDSON & COMPANY LLPChartered AccountantsA Partnership of Incorporated Professionals



REPORT OF INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the
	Board of Directors of

Bingo.com, Ltd.

We have audited the accompanying
	consolidated financial statements of Bingo.com, Ltd. (the
	"Company"), which comprise the consolidated balance sheets of Bingo.com, Ltd. as of December 31, 2013 and 2012, and the related consolidated
	statements of operations, changes in stockholders' equity, and cash flows for the years
	ended December 31, 2013 and 2012. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial
	statements based on our audits.

We conducted our audits in
	accordance with the standards of the Public Company Accounting Oversight
	Board (United States). Those standards
	require that we plan and perform the audit to obtain reasonable assurance
	about whether the consolidated financial statements are free of material
	misstatement. 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 consolidated financial statement presentation. We believe
	that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements
	referred to above present fairly, in all material respects, the financial
	position
	of the
	Bingo.com, Ltd. as of December 31,
	2013
	and
	2012, and the results of its operations
	and its cash flows
	for years ended December 31, 2013 and 2012 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, Bingo.com, Ltd. has suffered recurring losses from operations and has a net capital deficiency.
	These matters, along with the other matters set forth in Note 1, indicated the existence of material uncertainities that raises substantial doubt about its ability to continue as a
	going concern.  Managements's plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that
	might result from the outcome of this uncertainty.

" DAVIDSON & COMPANY LLP"



|Vancouver, Canada
|-----------------
|                 
|March 18, 2014   



NEXIA

INTERNATIONAL

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

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



Page 21

BINGO.COM, LTD. and subsidiaries

Consolidated
Balance Sheets

|As at December 31,                                                                                                                          |  |   | 2013         |  |   | 2012        
|------------------------------------------------------------------------------------------------------------------------------------------- |  | - | ------------ |  | - | ------------
|Assets                                                                                                                                      |  |   |              |  |   |             
|Current assets:                                                                                                                             |  |   |              |  |   |             
|Cash                                                                                                                                        |  | $ | 491,203      |  | $ | 876,004     
|Accounts receivable, less allowance for
			doubtful
			accounts $nil (2012 - $38,736) (Note 5)                                              |  |   | 281,257      |  |   | 364,184     
|Prepaid expenses                                                                                                                            |  |   | 112,095      |  |   | 506,133     
|Total Current Assets                                                                                                                        |  |   | 884,555      |  |   | 1,746,321   
|                                                                                                                                            |  |   |              |  |   |             
|Equipment, net (Note 6)                                                                                                                     |  |   | 7,770        |  |   | 10,280      
|                                                                                                                                            |  |   |              |  |   |             
|Other assets (Note 7)                                                                                                                       |  |   | 1,457,557    |  |   | 348,212     
|                                                                                                                                            |  |   |              |  |   |             
|Domain name rights and intangible assets (Note
			8)                                                                                        |  |   | 1,257,241    |  |   | 1,257,241   
|                                                                                                                                            |  |   |              |  |   |             
|Deferred tax asset, less valuation allowance of
			$17,201
			(2012 - $79,681) (Note 11)                                                    |  |   | -            |  |   | -           
|                                                                                                                                            |  |   |              |  |   |             
|Total Assets                                                                                                                                |  | $ | 3,607,123    |  | $ | 3,362,054   
|                                                                                                                                            |  |   |              |  |  
|Liabilities and Stockholders' Equity                                                                                                        |  |   |              | 
|Current liabilities:                                                                                                                        |  |   |              |  |   |             
|Accounts payable                                                                                                                            |  | $ | 159,891      |  | $ | 24,465      
|Accrued liabilities                                                                                                                         |  |   | 67,374       |  |   | 65,593      
|Accounts
			payable and accrued liabilities - related party(Note 12)                                                                        |  |   | 11,275       |  |   | 15,550      
|Total Current Liabilities                                                                                                                   |  |   | 238,540      |  |   | 105,608     
|                                                                                                                                            |  |   |              |  |   |             
|Commitments
			(Note 10)                                                                                                                    |  |   |              |  |   |             
|Subsequent event (Note 9 & 10)                                                                                                              |  |   |              |  |   |             
|                                                                                                                                            |  |   |              |  |   |             
|Stockholders' equity (Note 9):                                                                                                              |  |   |              |  |   |             
|Common stock, no par value, unlimited
			shares
			authorized, 67,877,703 shares issued and outstanding
			(December 31, 2012 - 65,877,703) |  |   | 20,097,690   |  |   | 19,197,690  
|Accumulated
			deficit                                                                                                                      |  |   | (16,753,687) |  |   | (15,965,824)
|Accumulated other comprehensive income:
			Foreign currency translation adjustment                                                          |  |   | 24,580       |  |   | 24,580      
|Total Stockholders' Equity                                                                                                                  |  |   | 3,368,583    |  |   | 3,256,446   
|                                                                                                                                            |  |   |              |  |   |             
|Total Liabilities and Stockholders' Equity                                                                                                  |  | $ | 3,607,123    |  | $ | 3,362,054   
|                                                                                                                                            |  |   |              |  |   |             

See accompanying notes to consolidated financial statements.



Page 22

BINGO.COM,
	LTD.

	and subsidiaries

Consolidated
	Statements of Operations

|Years ended December 31,                                           |  |   | 2013       |  |   | 2012      
|------------------------------------------------------------------ |  | - | ---------- |  | - | ----------
|                                                                   |  |   |            |  |   |           
|Advertising revenue                                                |  | $ | 25,133     |  | $ | 44,693    
|Gaming revenue                                                     |  |   | 1,913,566  |  |   | 1,721,135 
|Total revenue                                                      |  |   | 1,938,699  |  |   | 1,765,828 
|                                                                   |  |   |            |  |   |           
|Operating expenses:                                                |  |   |            |  |   |           
|Depreciation and amortization (Note 6)                             |  |   | 4,687      |  |   | 4,755     
|Directors fees                                                     |  |   | 12,000     |  |   | 11,500    
|General and administrative                                         |  |   | 296,494    |  |   | 230,849   
|Salaries, wages, consultants and benefits                          |  |   | 272,496    |  |   | 339,943   
|Selling and marketing                                              |  |   | 2,142,423  |  |   | 1,217,416 
|Stock-based compensation (Note 9)                                  |  |   | -          |  |   | 60,005    
|Total operating expenses                                           |  |   | 2,728,100  |  |   | 1,864,468 
|                                                                   |  |   |            |  |   |           
|Loss before other income (expense) and income
			taxes             |  |   | (789,401)  |  |   | (98,640)  
|                                                                   |  |   |            |  |   |           
|Other income (expense):                                            |  |   |            |  |   |           
|Foreign exchange gain                                              |  |   | 1,552      |  |   | 52,155    
|Profit on the sale of subsidiaries (Note 4)                        |  |   | 812        |  |   | -         
|Interest and other income                                          |  |   | 840        |  |   | 1,258     
|                                                                   |  |   |            |  |   |           
|Loss before income taxes                                           |  |   | (786,197)  |  |   | (45,227)  
|                                                                   |  |   |            |  |   |           
|Income tax expense (Note 11)                                       |  |   | (1,666)    |  |   | (1,008)   
|                                                                   |  |   |            |  |   |           
|Net loss                                                           |  | $ | (787,863)  |  | $ | (46,235)  
|                                                                   |  |   |            |  |   |           
|Other comprehensive income (loss)                                  |  |   | -          |  |   | -         
|                                                                   |  |   |            |  |   |           
|Comprehensive loss                                                 |  | $ | (787,863)  |  | $ | (46,235)  
|                                                                   |  |   |            |  |   |           
|Net loss per common share, basic (Note 2)                          |  | $ | (0.01)     |  | $ | (0.00)    
|Net loss per
			common share, diluted (Note 2)                     |  | $ | (0.01)     |  | $ | (0.00)    
|                                                                   |  |   |            |  |   |           
|Weighted average common shares outstanding, basic
			(Note 2)      |  |   | 67,165,374 |  |   | 64,156,392
|Weighted
			average common shares outstanding, diluted
			(Note 2) |  |   | 67,165,374 |  |   | 64,156,392

See
	accompanying notes to consolidated financial statements.

Page 23

BINGO.COM,
	LTD.

	and subsidiaries

Consolidated
	Statements of Stockholders' Equity

Years ended
	December 31, 2013 and 2012

|                           | Common stock |             | Accumulated
			Other Comprehensive income |                                           
|-------------------------- | ------------ | ----------- | ----------------------------------------- | ------------------------------------------
|                           | Shares       | Amount      | Accumulated  Deficit                      | Foreign
			currency translation adjustment
|Balance, December 31, 2011 | 63,877,703   | $18,237,685 | $(15,919,589)                             | $ 24,580                                  
|                           |              |             |                                           |                                           
|Stock-based compensation   | -            | 60,005      | -                                         | -                                         
|                           |              |             |                                           |                                           
|Private placement          | 1,000,000    | 450,000     | -                                         | -                                         
|                           |              |             |                                           |                                           
|Private placement          | 1,000,000    | 450,000     | -                                         | -                                         
|                           |              |             |                                           |                                           
|Net
			loss                | -            | -           | (46,235)                                  | -                                         
|Balance, December 31, 2012 | 65,877,703   | 19,197,690  | (15,965,824)                              | 24,580                                    
|                           |              |             |                                           |                                           
|Private placement          | 1,000,000    | 450,000     | -                                         | -                                         
|                           |              |             |                                           |                                           
|Private placement          | 1,000,000    | 450,000     | -                                         | -                                         
|                           |              |             |                                           |                                           
|Net
			loss                | -            | -           | (787,863)                                 | -                                         
|Balance, December 31, 2013 | 67,877,703   | $20,097,690 | $(16,753,687)                             | $ 24,580                                  

See
	accompanying notes to consolidated financial statements.

Page 24

BINGO.COM,
	LTD.

	and subsidiaries

Consolidated
	Statements of Cash Flows

|Years
			ended December 31,                                                     |  |   | 2013        |   | 2012     
|------------------------------------------------------------------------------- |  | - | ----------- | - | ---------
|Cash
			flows from operating activities:                                        |  |   |             |   |          
|Net
			loss                                                                     |  | $ | (787,863)   | $ | (46,235) 
|Adjustments to reconcile net loss to net cash used in
			operating activities:  |  |   |             |   |          
|Depreciation and amortization                                                   |  |   | 4,687       |   | 4,755    
|Profit on the sale of subsidiary                                                |  |   | (812)       |   | -        
|Stock-based compensation                                                        |  |   | -           |   | 60,005   
|Changes in operating assets and liabilities:                                    |  |   |             |   |          
|Accounts receivable                                                             |  |   | 81,609      |   | (216,065)
|Prepaid expenses                                                                |  |   | 394,038     |   | (286,854)
|Other assets                                                                    |  |   | 788         |   | (330)    
|Accounts payable and accrued liabilities                                        |  |   | 83,361      |   | 9,317    
|Net
			cash used in operating activities                                        |  |   | (224,192)   |   | (475,407)
|                                                                                |  |   |             |   |          
|Cash
			flows from investing activities:                                        |  |   |             |   |          
|Acquisition of equipment                                                        |  |   | (2,177)     |   | (208)    
|Software development                                                            |  |   | (1,058,432) |   | (335,905)
|Net
			cash used in investing activities                                        |  |   | (1,060,609) |   | (336,113)
|                                                                                |  |   |             |   |          
|Cash
			flows from financing activities:                                        |  |   |             |   |          
|Private placement                                                               |  |   | 900,000     |   | 900,000  
|Net
			cash provided by financing activities                                    |  |   | 900,000     |   | 900,000  
|                                                                                |  |   |             |   |          
|Change
			in cash                                                               |  |   | (384,801)   |   | 88,480   
|                                                                                |  |   |             |   |          
|Cash,
			beginning of year                                                      |  |   | 876,004     |   | 787,524  
|Cash,
			end of year                                                            |  | $ | 491,203     | $ | 876,004  
|                                                                                |  |   |             |   |          
|Supplementary information:                                                      |  |   |             |   |          
|Interest paid                                                                   |  | $ | -           | $ | -        
|Income taxes paid                                                               |  | $ | 1,008       | $ | 1,510    
|                                                                                |  |   |             |   |          
|Non-cash financing activity                                                     |  | $ | -           | $ | -        
|Non-cash investing activity - other assets incurred through accounts
			payable |  | $ | 51,701      | $ | -        

See accompanying notes to consolidated financial statements.

Page 25

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended
	December 31, 2013 and 2012


1.    Introduction:

Nature of business

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

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

During the
	year ended December 31, 2010, we migrated to the Unibet Partner Program and
	changed from providing and operating games to focusing on marketing and
	driving players to our website www.bingo.com. Our players will continue to
	play games on our website www.bingo.com but now these games are offered by
	Unibet.

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, 2013 and 2012, and has an accumulated deficit of
	$16,753,687 as at December 31, 2013.  This raises substantial doubt about
	the Company's ability to continue as a going concern.

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.

Page 26

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended
	December 31, 2013 and 2012


1.    Introduction:
	(Continued)

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.

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
	("US GAAP") applicable to annual financial information and with the rules
	and regulations of the United States Securities and Exchange Commission. 
	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) sold during fiscal 2013 (Note
	4), Coral Reef Marketing Inc. (registered in Anguilla), Shoal Media Inc.
	(registered in Anguilla) acquired in fiscal 2013 (Note 3), Bingo.com
	(Antigua) Inc., Bingo.com (Wyoming) Inc., Bingo Acquisition Corp, and the
	99% owned subsidiary, Bingo.com (UK) plc. (registered in the United
	Kingdom). All inter-company balances and transactions have been
	eliminated in the consolidated financial statements.

(b)
	  
	Use of
	estimates:

The
	preparation of consolidated financial statements in conformity with US GAAP,
	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,
	less commissions on all games, less all winnings payable to players.

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

Page 27

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended
	December 31, 2013 and 2012


2.    Summary of significant accounting policies:
	(Continued)

(d)
	  Foreign
	currency:

The consolidated financial statements are presented in United States
	dollars, the functional currency of the Company. The Company accounts for
	foreign currency transactions and translation of foreign currency financial
	statements under Statement ASC 830, Foreign Currency Matters. Transaction
	amounts denominated in foreign currencies are translated at
exchange rates prevailing at the transaction dates.
	Carrying values of monetary assets and liabilities are adjusted at each
	balance sheet date to reflect the exchange rate at that date. Non-monetary
	assets and liabilities are translated at the exchange rate on the original
	transaction date.

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

(e)  Cash and cash equivalents

Cash
	and cash equivalents include cash on hand and, on occasion, short term
	investments. The Company considers all highly liquid instruments purchased
	with a remaining maturity of less than three months at the time of purchase
	as cash equivalents. As at December 31, 2013 and 2012, the Company had no
	cash equivalents.

(f) 
	Accounts receivable:

Trade
	and other accounts receivable are reported at face value less any provisions
	for uncollectible accounts considered necessary. Accounts receivable
	includes receivables from payment processors and trade receivables from
	customers. The Company estimates doubtful accounts on an item-by-item basis
	and includes over-aged accounts as part of allowance for doubtful accounts,
	which are generally ones that are ninety-days overdue.  Bad debt expense,
	for the year ended December 31, 2013, was $nil (2012 - $nil). A provision
	for doubtful accounts in relation to the sale of US players and accounts
	receivable (Note 4 and Note 5) of $nil (2012 - $38,736) has been allowed for
	in these financial statements.

(g) 
	Equipment:

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

Equipment and computers
	                     3 years

Furniture and fixtures                             5 years

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

Page 28

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended
	December 31, 2013 and 2012


2.    Summary of significant accounting policies:
	(Continued)

(h) 
	Software
	Development Costs:

Software
	development costs incurred in the research and development of new software
	products and enhancements to existing software products for external use are
	expensed as incurred until technological feasibility has been established.
	After technological feasibility is established, any software development
	costs are capitalized and amortized on a straight-line basis over the
	estimated economic life of the related product. The Company performs an
	annual review of the estimated economic life and the recoverability of such
	capitalized software costs. If a determination is made that capitalized
	amounts are not recoverable based on the estimated cash flows to be
	generated from the applicable software, any remaining capitalized amounts
	are written off. Although the Company believes that its approach to
	estimates and judgments as described herein is reasonable, actual results
	could differ and the Company may be exposed to increases or decreases in
	revenue that could be material.  Software Development Costs for the
	development of Trophy Bingo were $1,109,345 in 2013 (2012 - $348,212).

(i)  
	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 2013 totaled
	$2,006,252 (2012 - $1,102,451).

(j)  
	Stock-based compensation:

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

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

|                                   |  | 2013 |  | 2012         
|---------------------------------- |  | ---- |  | -------------
|Expected
			dividend yield         |  | -    |  | -            
|Expected stock
			price volatility |  | -    |  | 114%         
|Weighted
			average volatility     |  | -    |  | 114%         
|Risk-free
			interest rate         |  | -    |  | 0.88%        
|Expected life
			of options        |  | -    |  | 0.5 - 1 years
|Forfeiture
			rate                 |  | -    |  | 0%           

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

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

Page 29

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended
	December 31, 2013 and 2012


2.    Summary of significant accounting policies:
	(Continued)

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

comparison of the carrying amount of an
	asset to future net cash flows expected to be generated by the asset.

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

(l)  
	Income taxes:

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

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.

(m)
	Net (loss) income per share:

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

Options and warrants will have a dilutive effect under the treasury stock
	method only when the average market price of the common stock during the
	period exceeds the exercise price of the options and warrants. In periods
	where losses are reported, the weighted average number of common shares
	outstanding excludes common stock equivalents because their inclusion would
	be anti-dilutive. A total of 1,410,000 (2012 - 2,145,000) stock options were
	excluded as at December 31, 2013.

Page 30

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended
	December 31, 2013 and 2012


2.    Summary of significant accounting policies:
	(Continued)

(m)
	Net (loss) income per share: (Continued)

The
	earnings per share data for the year ended December 31, 2013 and 2012 are
	summarized as follows:

|                                                                                         |   | 2013       |   | 2012      
|---------------------------------------------------------------------------------------- | - | ---------- | - | ----------
|Net loss for
			the year - as reported                                                   | $ | (787,863)  | $ | (46,235)  
|                                                                                         |   |            |   |           
|Basic earnings per
			share weighted average number
			of
			common shares outstanding   |   | 67,165,374 |   | 64,156,392
|Effect of
			dilutive securities                                                         |   |            |   |           
|Stock
			Options                                                                         |   | -          |   | -         
|                                                                                         |   |            |   |           
|Diluted
			earnings per share by weighted average number of common shares
			outstanding |   | (0.01)     |   | (0.00)    

(n) 
	Domain name and intangible assets:

The Company has
	capitalized the cost of the purchase of the domain name Bingo.com and was
	amortizing the cost over five years from the date of commencement of
	operations.
	In
	2002, the Company suspended the amortization of the domain name cost in
	accordance
	with ASC 350,
	where companies are no longer required to amortize indefinite life assets
	but
	instead test the indefinite
	intangible asset for impairment at least annually.
	The capitalized amount is based on the
	net present value of the minimum payments permitted under the terms of the
	purchase agreement. The domain name is tested for impairment by
	comparing the future cash flows of the domain name with its carrying value.
	The Company determined that as a result of level 3 unobservable inputs in
	accordance with ASC 820, Fair Value Measurements and Disclosures, that the
	fair value of the domain name exceeded the carrying value and therefore no
	impairment existed for the years presented.

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

In February
	2013, the FASB issued ASU 2013-02, Reporting of Amounts Reclassified Out of
	Accumulated Other Comprehensive Income   (ASU 2013-02), which requires an
	entity to provide information about the amounts reclassified out of
	accumulated other comprehensive income by component. In addition, an entity
	is required to present, either on the face of the statement where net income
	is presented or in the notes, significant amounts reclassified out of
	accumulated other comprehensive income by the respective line items of net
	income but only if the amount reclassified is required under U.S. GAAP to be
	reclassified to net income in its entirety in the same reporting period. For
	other amounts that are not required under U.S. GAAP to be reclassified in
	their entirety to net income, an entity is required to cross-reference to
	other disclosures required under U.S. GAAP that provide additional details
	about those amounts.  For public entities, the amendments are effective
	prospectively for fiscal years, and interim periods within those years,
	beginning after December 15, 2012. The adoption of ASU 2013-02 did not have
	a material impact on our results of operations or our financial position.

Page 31

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended
	December 31, 2013 and 2012


2.    Summary of significant accounting policies:
	(Continued)

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

In March 2013, the FASB issued ASU 2013-05,
	Parent's Accounting for the Cumulative Translation Adjustment upon
	Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign
	Entity or of an Investment in a Foreign Entity, which provides guidance on
	releasing cumulative translation adjustments out of accumulated
	comprehensive income into net income when a parent either sells a part or
	all of its investment in a foreign entity or no longer holds a controlling
	financial interest in a subsidiary or group of assets that is a nonprofit
	activity or a business within a foreign entity. This guidance is effective
	prospectively for interim and annual periods beginning on January 1, 2014.
	Early adoption is permitted. As the Company has not ceased to have a
	controlling financial interest in a subsidiary or group of assets that is a
	business within a foreign entity, the adoption of this guidance is not
	expected to have a significant impact on the Company's consolidated
	financial position, results of operations, or cash flows.

In April 2013, the FASB issued ASU 2013-07,
	requiring financial statements to be prepared using the liquidation basis of
	accounting when liquidation is "imminent." Liquidation is considered
	imminent when the likelihood is remote that the organization will return
	from liquidation and either: (a) a plan for liquidation is approved by the
	person or persons with the authority to make such a plan effective and the
	likelihood is remote that the execution of the plan will be blocked by other
	parties; or (b) a plan for liquidation is being imposed by other forces
	(e.g., involuntary bankruptcy). In cases where a plan for liquidation was
	specified in the organization's governing documents at inception (e.g.,
	limited-life entities), the organization should apply the liquidation basis
	of accounting only if the approved plan for liquidation differs from the
	plan for liquidation that was specified in the organization's governing
	documents. The ASU requires financial statements prepared using the
	liquidation basis to present relevant information about a company's
	resources and obligations in liquidation, including: (a) The organization's
	assets measured at the amount of the expected cash proceeds from
	liquidation, including any items it had not previously recognized under U.S.
	GAAP, that it expects to either sell in liquidation or use in settling
	liabilities (e.g., trademarks); (b) The organization's liabilities as
	recognized and measured in accordance with existing guidance that applies to
	those liabilities; (c) Accrual of the costs it expects to incur and the
	income it expects to earn during liquidation, including any anticipated
	disposal costs. The amendments in ASU 2013-07 are effective for interim and
	annual reporting periods beginning after December 15, 2013, with early
	adoption permitted. Management does not expect the implementation of this
	update to have an effect on the Company's consolidated financial statements.

In July 2013, the FASB issued ASU No.
	2013-11, Income Taxes (Topic 740): Presentation of Unrecognized Tax Benefit
	When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit
	Carryforward Exists ("ASU 2013-11"), which requires an entity to present an
	unrecognized tax benefit as a reduction to a deferred tax asset in the
	financial

Page 32

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended
	December 31, 2013 and 2012


2.    Summary of significant accounting policies:
	(Continued)

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

statements, when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. If
	the deferred tax asset is not available at the reporting date to settle any
	additional income taxes that would result from the disallowance of a tax
	position or the entity does not intend to use, the deferred tax asset for
	such purpose, the unrecognized tax benefit should be presented in the
	financial statements as a liability and should not be combined with deferred
	tax assets. ASU 2013-11 is effective for the Company beginning January 1,
	2014. The Company believes the adoption of ASU 2013-11 will not have a
	material impact on the Company's reported results of operations or financial
	position.

There have been no other recent accounting
	standards, or changes in accounting standards, during the year ended
	December 31, 2013, as compared to the recent accounting standards described
	in the Annual Report, that are of material significance, or have potential
	material significance, to us.

(p) 
	Financial instruments:

(i)  Fair values:

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

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

(ii)  Foreign currency risk:

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

3.         Acquisition
	of subsidiary:

Effective January 1, 2013, the Company
	acquired 100% of the share capital of Shoal Media Inc., an Anguillian
	corporation from Mr. T. M. Williams for $6,820. The Company accounted for
	the transaction as an asset acquisition. The net assets of Shoal Media Inc.
	were as follows:

Page 33

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended
	December 31, 2013 and 2012


3.         Acquisition
	of subsidiary: (Continued)

|                          |   | January 1, 2013
|------------------------- | - | ---------------
|                          |   |                
|Assets                    |   |                
|Current assets:           |   |                
|Cash                      | $ | 5,590          
|Total Current Assets      | $ | 5,590          
|                          |   |                
|Liabilities               |   |                
|Current liabilities:      |   |                
|Accounts payable          | $ | -              
|Total Current Liabilities | $ | -              
|                          |   |                
|Net Assets                | $ | 5,590          

4. Sale of subsidiary

Effective December 19, 2013, the
	Company sold Bingo.com N.V. in an arms length transaction for $1. Since
	gaining a gaming license in Malta and moving our operations from Curacao to
	Malta in 2009, Bingo.com N.V. has been a dormant subsidiary.  The Company
	sold the subsidiary, because it did not want to incur further costs to
	support a dormant subsidiary. The net assets of Bingo.com N.V. as at
	December 19, 2013, were as follows:

|                                                           |   | December 19, 2013
|---------------------------------------------------------- | - | -----------------
|                                                           |   |                  
|Assets                                                     |   |                  
|Current assets:                                            | $ |                  
|Accounts receivable less
			allowance for doubtfulaccounts |   | 1,318            
|Total Current Assets                                       |   | 1,318            
|                                                           |   |                  
|Total Assets                                               | $ | 1,318            
|                                                           |   |                  
|Liabilities                                                |   |                  
|Current liabilities:                                       |   |                  
|Accounts payable                                           | $ | 2,130            
|Total Current Liabilities                                  | $ | 2,130            
|                                                           |   |                  
|Net Assets                                                 | $ | (812)            

5.    Accounts Receivable:

The accounts receivable as at December 31, 2013, is summarized as follows:

|                                   |   | 2013    |   | 2012    
|---------------------------------- | - | ------- | - | --------
|Accounts
			receivable             | $ | 281,257 | $ | 402,920 
|                                   |   |         |   |         
|Provision for
			doubtful accounts |   | -       |   | (38,736)
|                                   |   |         |   |         
|Net accounts
			receivable         | $ | 281,257 | $ | 364,184 

Page 34

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended
	December 31, 2013 and 2012


6.   Equipment:

|2013                       |   | Cost    |   | Accumulated depreciation |   | Net
			book
			Value
|-------------------------- | - | ------- | - | ------------------------ | - | --------------------
|                           |   |         |   |                          |   |                     
|Equipment and
			computers | $ | 100,372 | $ | 93,754                   | $ | 6,618               
|Furniture and
			fixtures  |   | 7,088   |   | 5,936                    |   | 1,152               
|                           | $ | 107,460 | $ | 99,690                   | $ | 7,770               



|2012                       |   | Cost    |   | Accumulated depreciation |   | Net
			book
			Value
|-------------------------- | - | ------- | - | ------------------------ | - | --------------------
|                           |   |         |   |                          |   |                     
|Equipment and
			computers | $ | 98,195  | $ | 89,353                   | $ | 8,842               
|Furniture and
			fixtures  |   | 7,088   |   | 5,650                    |   | 1,438               
|                           | $ | 105,283 | $ | 95,003                   | $ | 10,280              

Depreciation expense was $4,687 (2012 - $4,755) for the year ended December
	31, 2013.

7. 
	Other assets:

During the year ended December 31, 2012, the Company commenced development
	of a social bingo game, Trophy Bingo. The Company capitalized $1,446,038
	(December 31, 2012 - $335,905) as at December 31, 2013. The Company has not
	yet begun to amortize on these capitalized development costs. Other assets
	also include $11,519 (2012 - $12,307) for security deposits.

8. 
	Domain name rights and intangible asset:

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

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

Page 35

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended
	December 31, 2013 and 2012


8. 
	Domain name rights and intangible asset: (Continued)

|2013               |   | Cost      |   | Accumulated
			amortization |   | Net book
			Value
|------------------ | - | --------- | - | --------------------------- | - | -----------------
|                   |   |           |   |                             |   |                  
|Domain name rights | $ | 1,934,500 | $ | 677,259                     | $ | 1,257,241        



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

9.  
	Stockholders' equity:

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

(a) 
	Common stock issuances:

During the year ended December 31,
	2013, the Company completed two separate private placements of a combined
	2,000,000 common shares at $0.45 per share. Total proceeds of both offerings
	was $900,000.

During the year ended December 31,
	2012, the Company completed two separate private placements of a combined
	2,000,000 common shares at $0.45 per share. Total proceeds of both offerings
	was $900,000.

Subsequent to the year ended December
	31, 2013, the Company completed a private placement of a combined 500,000
	common shares at $0.40 per share. Total proceeds of the offering was
	$200,000.

(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, 2013, there were a
	total of nil stock options (2012 - nil) outstanding. During the year ended
	December 31, 2013, there were nil options exercised (2012 - nil) and nil
	options expired unexercised (2012 - nil).

(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

Page 36

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended
	December 31, 2013 and 2012


9.  
	Stockholders' equity: (Continued)

(b) Stock option plans: (Continued)

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, 2013, there were a
	total of 2,539,700 stock options (2012 - 3,124,700 stock options) issued, of
	which 1,934,700 (2012 - 1,934,700) had been exercised as at December 31,
	2013. During the year ended December 31, 2013, nil options were exercised
	(2012 - nil) and 585,000 (2012 - 100,000) stock options expired unexercised.
	Therefore as at December 31, 2013, there were 605,000 (2012 - 1,190,000)
	stock options outstanding at exercise prices ranging from $0.17 to $0.27 per
	share.

During the year ended December 31,
	2012, the expiry date on 75,000 options with an expiry date of February 28,
	2012 and an exercise price of $0.27 per share, was extended for 2 years and
	the expiry date. Subsequent to the year ended December 31, 2013, these
	options expired unexercised.

During the year ended December 31,
	2012, the expiry date on 175,000 options with an expiry date of March 5,
	2012 and an exercise price of $0.33 per share, was extended for 1 year.
	These options 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 Company to encourage
	proprietary interest in the Company, to encourage such employees to remain
	in the employ of the Company or such directors, advisors and consultants to
	remain in the service of the Company, 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, 2013, there were a
	total of 805,000 (2012 - 955,000) stock options outstanding at exercise
	prices ranging between $0.15 and $0.27 per share. During the year ended
	December 31, 2013, 150,000 (2012 - 100,000) stock options expired
	unexercised.

During the year ended December 31,
	2012, the expiry date on 285,000 options with an expiry date of February 28,
	2012 and an exercise price of $0.27 per share, was extended for a further 2
	years.  Subsequent to the year ended December 31, 2013, these options
	expired unexercised.

Page 37

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended
	December 31, 2013 and 2012


9.  
	Stockholders' equity: (Continued)

(b) Stock option plans: (Continued)

During the year ended December 31,
	2012, the expiry date on 100,000 options with an expiry date of March 5,
	2012 and an exercise price of $0.33 per share, was extended for a further 1
	year. During the year ended December 31, 2013, these options expired
	unexercised.

A summary of stock option activity for
	the stock option plans for the years ended December 31, 2013 and 2012 are as
	follows:

|                               |  | Number of
			options |   | Weighted
			average exercise price
|------------------------------ |  | -------------------- | - | ----------------------------------
|Outstanding, December 31, 2011 |  | 2,345,000            | $ | 0.23                              
|                               |  |                      |   |                                   
|Granted                        |  | -                    |   | -                                 
|Exercised                      |  | -                    |   | -                                 
|Expired                        |  | (200,000)            |   | 0.23                              
|                               |  |                      |   |                                   
|Outstanding, December 31, 2012 |  | 2,145,000            | $ | 0.23                              
|                               |  |                      |   |                                   
|Granted                        |  | -                    |   | -                                 
|Exercised                      |  | -                    |   | -                                 
|Expired                        |  | (735,000)            |   | 0.31                              
|                               |  |                      |   |                                   
|Outstanding, December 31, 2013 |  | 1,410,000            | $ | 0.19                              

The aggregate
	intrinsic value for options as of December 31, 2013 was $242,300 (2012 -
	$388,800) with a closing share price of $0.36 per share.

The following
	table summarizes information concerning outstanding and exercisable stock
	options at December 31, 2013:

|Range of exercise
			prices per share | Number outstanding | Number exercisable | Expiry date
|------------------------------------- | ------------------ | ------------------ | -----------
|                                      | $        0.27      | 360,000            | 360,000    
|                                      | 0.17               | 530,000            | 530,000    
|                                      | 0.15               | 520,000            | 520,000    
|                                      |                    | 1,410,000          | 1,410,000  

(1)    During
	the year end December 31, 2012, 360,000 of these options were extended until
	February 28, 2014.  These options expired unexercised subsequent to the year
	ended December 31, 2013.

During the year ended December 31, 2013, the Company recorded stock-based
	compensation expense of $nil (2012 - $60,005) relating to the extension of
	the common stock purchase options to certain employees, officers, and
	directors of the Company in accordance with ASC 718, Compensation - Stock
	Compensation.

Page 38

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended
	December 31, 2013 and 2012


10.
	Commitments:

The
	Company leases office facilities in Vancouver, British Columbia, Canada, The
	Valley, Anguilla, British West Indies and London, United Kingdom. These
	office facilities are leased under operating lease agreements. The Canadian
	operating lease expires on April 30, 2014. Subsequent to the year ended
	December 31, 2013, the lease was extended for a further 3 years. The
	Anguillan operating lease expired on April 1, 2011 but unless 3 month's
	notice is given it automatically renews for a future 3 months until notice
	is given. The United Kingdom lease is leased from Bingo, Inc. This lease
	expired on December 31, 2013 and will not be renewed.

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

|     |   |       
|---- | - | ------
|2014 | $ | 19,129
|2015 |   | 18,379
|2016 |   | 18,379
|     |   |       

The Company paid rent expense totaling $121,520 for the year ended December
	31, 2013 (2012 - $74,376).

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

The agreement was amended during the year
	ended December 31, 2010 to include a consultancy payment of $11,666 per
	month payable in arrears. This contract is for the provision of services by
	Mr. T. M. Williams as Executive Chairman of the Company. Subsequent to the
	year ended December 31, 2013, the agreement was amended to provide for a
	consultancy payment equal to the sum of 6.5% of the total monthly Gross Win
	of the cash bingo business and 2.5% of the monthly social bingo business
	with a minimum of $11,000 and a maximum of $25,000 per month.

Subsequent to the year ended December 31,
	2013, the Company entered into an agreement with Jayska Consulting Ltd. and
	Mr. J. M. Williams, Chief Executive Officer of Bingo.com, Ltd. for the
	provision of services of Mr. J. M. Williams as Chief Executive Officer of
	the Company. The Consulting agreement provides for a consultancy payment of
	GBP5,000 per month payable in arrears. In addition, subsequent to the year
	ended December 31, 2013, entered into an agreement with LVA Media Inc. and
	Mr. J. M. Williams, for the provision of services of Mr. J. M. Williams as
	Chief Executive Officer of Bingo.com, Ltd. The Consulting agreement provides
	for a consultancy payment equaling the sum of 3% of the total monthly Gross
	Win of the cash bingo business and 2.5% of the monthly social bingo business
	with a minimum of $7,500 and a maximum of $25,000 per month.

Page 39

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended
	December 31, 2013 and 2012


11. Income taxes:

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

|                                                                                    |   | 2013      |   | 2012    
|----------------------------------------------------------------------------------- | - | --------- | - | --------
|Computed
			"expected" tax benefit                                                  | $ | 267,307   | $ | 15,720  
|Reduction in
			income taxes resulting from income taxes in other tax jurisdictions |   | (331,977) |   | (15,468)
|Other                                                                               |   | (99)      |   | (33)    
|Change in
			taxation rates in other jurisdictions                                  |   | 124,029   |   | 57,679  
|Change in
			exchange rates                                                         |   | 1,554     |   | 3,112   
|Change in
			valuation allowance                                                    |   | (62,480)  |   | (62,018)
|                                                                                    | $ | (1,666)   | $ | (1,008) 

The tax
	effects of temporary differences that give rise to significant portions of
	the deferred tax assets and deferred tax liabilities at December 31, 2013
	and 2012 are presented below:

|                                  |   | 2013     |   | 2012    
|--------------------------------- | - | -------- | - | --------
|Deferred tax assets:              |   |          |   |         
|Net operating loss carry forwards | $ | 17,201   | $ | 79,681  
|                                  |   |          |   |         
|Valuation Allowance               |   | (17,201) |   | (79,681)
|                                  | $ | -        | $ | -       

The valuation
	allowance for deferred tax assets as of December 31, 2013 and 2012, was

		$17,201
	and
		$79,681,
	respectively.  The net change in the total valuation allowance was a
	decrease of $62,480 for the year ended December 31, 2013, and a decrease of
	$62,018 for the year ended December 31, 2012.

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.

12. Related party transactions:

The Company has a liability of $3,320 (2012 - $384) to a current director
	and officer of the Company for expenses incurred.

The Company has a liability to Bingo, Inc. for rental of the UK office of
	$nil (2012 - $11,270), for rental expense for the year ended December 31,
	2013 of $93,870 (2012 - $47,549).

The Company
	has a liability of $5,002 (2012 - $1,002), to independent directors of the
	Company for payment of services rendered. During the year ended December 31,
	2013, the Company paid $12,000 (2012 - $11,500) to the independent directors
	in director fees.

Page 40

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended
	December 31, 2013 and 2012


12. Related party transactions: (Continued)

The Company
	has a liability of $2,953 (2012 - $2,894), to an officer of the Company for
	payment of services rendered and expenses incurred of $62,530 (2012 -
	$59,551) by the officer of the Company.

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

13. Segmented
	information:

The Company operates in one reportable
	business segment, the business of marketing games and entertainment based on
	the game of bingo through its Internet portal, bingo.com, supported mainly
	by the revenue generated from the deposits received for the games for money
	and selling advertising on the website.  The revenue for the year ended
	December 31, 2013 and 2012, has been derived primarily from the revenue
	generated from the deposits received for the games for money.

The Company had the following revenue by
	geographical region.

|                                     |   | 2013      |   | 2012     
|------------------------------------ | - | --------- | - | ---------
|Gaming revenue                       |   |           |   |          
|Western Europe                       | $ | 188,997   | $ | 241,417  
|Central, Eastern and Southern Europe |   | 16,097    |   | 15,748   
|Nordics                              |   | 1,696,926 |   | 1,450,270
|Other                                |   | 11,546    |   | 13,700   
|Total gaming revenue                 | $ | 1,913,566 | $ | 1,721,135
|                                     |   |           |   |          
|Advertising
			revenue               |   |           |   |          
|Nordics                              | $ | 349       | $ | 6,891    
|Other                                |   | 24,784    |   | 37,802   
|Total advertising revenue            | $ | 25,133    | $ | 44,693   
|                                     |   |           |   |          
|Total revenue                        |   |           |   |          
|Western Europe                       | $ | 188,997   | $ | 241,417  
|Central, Eastern and Southern Europe |   | 16,097    |   | 15,748   
|Nordics                              |   | 1,697,275 |   | 1,457,161
|Other                                |   | 36,330    |   | 51,502   
|Total revenue                        | $ | 1,938,699 | $ | 1,765,828

Equipment

The Company's equipment is located as
	follows:

|Net Book Value           |   | 2013  |   | 2012  
|------------------------ | - | ----- | - | ------
|                         |   |       |   |       
|Anguilla                 | $ | 849   | $ | 872   
|Canada                   |   | 4,090 |   | 5,978 
|United Kingdom           |   | 1,298 |   | 1,131 
|United States of America |   | 1,533 |   | 2,299 
|                         | $ | 7,770 | $ | 10,280

Page 41

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended
	December 31, 2013 and 2012


14. Concentrations:

Major customers

For the year ended December 31, 2013, there
	was no single player on the gaming site who had wagered more than 10% of the
	total gaming revenue. The Company is reliant on Unibet to provide contracted
	services pursuant to its Partner Program. These services include the supply
	and operation of the games (i.e. Bingo and Slots); the development and
	maintenance of the website, customer support to our players playing on our
	website www.bingo.com, processing all deposits and collection of those funds
	and processing all withdrawal requests. The Company has a receivable from
	Unibet of $276,403 as at December 31, 2013 (December 31, 2012 - $360,284).

During the year ended December 31, 2013 and
	2012, the Company offered limited advertising. Therefore there were no
	advertising sales representing more than 10% of the total sales.

15.
	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, 2013, the Company had total cash balances of
	$491,203 (2012 - $876,004) at financial institutions, where $106,158 (2012 -
	$491,300) is in excess of federally insured limits.

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

As of
	December 31, 2013, the Company had one customer, totaling $276,403 who
	accounted for greater than 10% of the total accounts receivable.

As of December 31, 2012, the Company had one
	customer, totaling $360,284 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.

Page 42

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

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

There have not been any changes in accountants for the years ended December 31,
2013 and 2012.

ITEM 9A.  CONTROLS AND PROCEDURES

(a)        Management's responsibility

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

(b)        Evaluation of disclosure controls and
procedures.

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

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

Our management is responsible for establishing
and maintaining adequate internal control over financial reporting. Our internal
control system was designed to provide reasonable assurance to the Company's
management and board of directors regarding the preparation and fair
presentation of published financial statements. All internal control systems, no
matter how well designed, have inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Because of its
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. Projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.

Our management evaluated of the effectiveness of
the Company's internal control over financial reporting as defined in Exchange
Act Rule 13a-15(f), based on the framework set forth in the Internal
Control-Integrated Framework (1992) issued by the by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO"). Based on our evaluation, we
believe that, as of December 31, 2013, the Company's internal control over
financial reporting is effective under the COSO framework.

Page 43

(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, 2013, and to the date of filing this
annual report.

ITEM 9B
- OTHER INFORMATION

None

Page 44

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 | 73  | Executive Chairman      | X               |                      | X                     
|J. M. Williams | 38  | Chief Executive Officer | X               | X                    |                       
|C. M. Devereux | 50  | Director                |                 | X*                   | X                     
|G. Whitton     | 77  | Non Executive Director  | X*              | X                    |                       
|F. Curtis      | 49  | Non Executive Director  | X               |                      | X*                    
|E. Ljungerud   | 40  | Non Executive Director  |                 |                      | X                     
|H. W. Bromley  | 44  | Chief Financial Officer |                 |                      |                       

X* - Chairman of Committee

T. M. Williams
served as our President and Chief Executive Officer and Chairman from August 20,
2001 until June 16, 2011. Since June 16, 2011, Mr. Williams has served as the
Executive Chairman.  Since 1984, Mr. Williams has served as a principal of T.M.
Williams (ROW), Inc., a private consulting firm, 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. From
1995 to 2013, Mr. Williams was a director of YM Biosciences, Inc. (a
biotechnology company). In addition he is a director of several other private
corporations.

Mr. J. M. Williams
has served as Vice President, Business
development and Marketing Director for the Company from September 2001 until
June 16, 2011. Since June 16, 2011, Mr. J. M. Williams has served as the
President and Chief Executive Officer. Prior to his employment at Bingo.com, he
was a Business Analyst with Blue Zone Inc. (a technology company) and RBC
Dominion Securities. Mr. J. M. Williams has a bachelor of Commerce degree from
the University of Victoria and an MBA degree from the University of Warwick. Mr.
J. M. Williams is the son of Mr. T. M. Williams the Company's Executive
Chairman.

Mr. C. M. Devereux
served as Vice-President, Corporate Affairs for
the Company from September 2001 until March 31, 2011. Since March 31, 2011, Mr.
Devereux has continued in his role as a director on the board of directors.
Since July 2012, Mr. Devereux has served as the Chief Strategy Officer for
Roadhouse Interactive Limited, an online games development company. From April
2011 to April 2012, Mr. Devereux was the Chief Executive Officer of Greenscape
Capital Inc., a publicly listed company specializing in providing strategic
capital and business advisory services to companies in the environmental space.
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.

Page 45

Mr. G. Whitton
is now retired. He was Chairman and CEO of
International Verifact Inc. ("IVI") from 1987 to 2000 prior to its merger with
INGENICO of France. IVI was a publicly traded Canadian company which was a major
supplier of point of sale terminals and related equipment for the banking,
retail, and health care industries in Canada and the USA. From 1979 to 1987 Mr.
Whitton was the owner, President and Chairman of Howarth & Smith Ltd., a large
typography, printing and data management company which he sold in 1987.  From
1985 to 1987 he was also the President and CEO of Canadian Telecommunications
Group which was purchased by British Telecom in 1987.  From 1973 to 1979 Mr.
Whitton held senior operating positions with Canada Permanent Trust and CIBC. 
From 1962 to 1973 he was with IBM Canada holding various positions in sales,
marketing and data center operations.  Mr. Whitton has a Bachelor of Arts degree
from the Scottish College of Commerce in 1960.

Ms F. Curtis
has served as Compliance Officer and General
Corporate Secretary for Counsel Limited, an Anguillian financial services
corporation, since 2006.  Ms. Curtis has been working in the financial services
industry since 1990.  She started at the brokerage firm, Burns Fry, in Toronto
(now Nesbitt Burns, Bank of Montreal). She completed her Canadian Securities
Course and became a licensed Securities Broker in 1992. She was educated in
England, and attended the University of Toronto, Canada for her undergraduate
degree. Ms. Curtis's MBA in Finance & International Affairs was granted by the
Rotman School of Business, University of Toronto.

Ms. E. Ljungerud
has served as Head of Maria Bingo within the Unibet Group and is responsible for
white labels as well as Unibet's own bingo and casino sites, since May 2010. She
has over ten years of experience from the media industry working as Marketing
Director as well as Executive Vice President for Swedish companies, focusing
mainly on print and online media. She has worked in the gaming industry since
2007 and has international experience from several different gaming brands. Ms
E. Ljungerud holds a degree in Economics from Lund University, Sweden.

Mr. H. W. Bromley,
has served as our Chief Financial Officer since July 2002. Mr. Bromley is also
the Chief Financial Officer for CellStop Systems, Inc. (a security manufacturing
company) and Roadhouse Interactive Limited (an online games development
company).  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 a
Chartered Accountant.

COMPOSITION OF OUR BOARD OF DIRECTORS

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

COMMITTEES OF OUR BOARD OF DIRECTORS

We currently have three committees of our Board of Directors.

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

Page 46



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

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

BOARD OF DIRECTORS MEETINGS

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

CODE OF ETHICS

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

DIRECTOR COMPENSATION

The Non Executive Directors receive a cash compensation for their services as
members of the Board of Directors based on a compensation per meeting. During
the year ended December 31, 2013, the Non Executive Directors collectively
received compensation of $12,000 (Fiscal 2012 - $11,500). The Executive
directors currently do not receive cash compensation for their services as
members of the Board of Directors. In addition, both the Non Executive and the
Executive Directors are reimbursed for expenses in connection with attendance at
Board of Directors meetings and specific business meetings.  Directors are
eligible to participate in our stock option plans. Option grants to directors
are at the discretion of the Board of Directors acting upon the recommendation
of the Compensation committee.

SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

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

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

Page 47

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 -             | 2013 | 140,000             | -                        | -                          
|Executive                   | 2012 | 140,000             | -                        | -                          
|Chairman (1) (2)            | 2011 | 140,000             | -                        | -                          
|J. M. Williams              | 2013 | 139,421             | -                        | -                          
|CEO (3)                     | 2012 | 143,511             | -                        | -                          
|                            | 2011 | 144,898             | -                        | -                          
|H. W. Bromley               | 2013 | 62,530              | -                        | -                          
|CFO (4) (5)                 | 2012 | 59,551              | -                        | -                          
|                            | 2011 | 109,455             | -                        | -                          

##### 

(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.

(2  During
fiscal 2011, Mr. T. M. Williams resigned as Chief Executive Officer but
continued to be the Executive Chairman

(3)  During
fiscal 2011, Mr. J. M. Williams was elected as the Chief Executive Officer.

(4)  During
fiscal 2011, Mr. H. W. Bromley ceased to be full time Chief Financial Officer.
He was provided severance pay however continues as the Chief Financial Officer
in a consulting role.

(5) For fiscal
2013 and 2012, all of the compensation paid to the Named Executive Officer is
paid to Bromley Accounting Services, Ltd. for the services of Mr. H. W. Bromley.

OPTION GRANTS IN THE LAST
FISCAL YEAR

During the fiscal year ended December 31, 2013
and 2012, no stock options were granted and no stock options were exercised by
our executive officers.

During the year ended December 31,
2012, the expiry date on 350,000
executive
officers' options with an expiry
date of February 28, 2012 and an exercise price of $0.27 per share, was extended
for 2 years. Subsequent to the year ended December 31, 2013, these options
expired unexercised. During the year ended December 31, 2012, the expiry date on
275,000 executive officers' options with an expiry date of March 5, 2012, and an
exercise prices of $0.33 per share, was extended for 1 year. These options
expired unexercised.

During
the year ended December 31, 2013, 300,000 executive officer options
with an exercise price of $0.31 and 275,000
executive officer options
with an exercise price of $0.33 expired unexercised.

STOCK OPTION PLANS

Our 1999 Stock Option Plan has a total of
1,895,000 shares of our common stock reserved for issuance upon exercises of
options under the plan. As at December 31, 2013, there were nil options
outstanding. Options to purchase 1,637,000 shares remained available for future
grant under the 1999 Stock Option Plan.

Page 48

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, 2013, there were a total of 2,539,700
stock options with exercise prices ranging from $0.05 to $0.30 per share issued,
of which 1,934,700 options have been exercised in total as at December 31, 2013.
As at December 31, 2013, there were a total 605,000 options outstanding at
exercise prices ranging from $0.17 to $0.27 per share. Options to purchase
2,885,026 shares remained available for future grant under the 2001 Stock Option
Plan as at December 31, 2013. Subsequent to the year ended December 31, 2013,
75,000 options at exercise price of $0.17, expired unexercised.

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, 2013,
there were a total of 811,250 stock options with exercise prices ranging from
$0.17 to $0.60 per share issued, of which 6,250 options have been exercised in
total as at December 31, 2013. As at December 31, 2013, there were a total of
805,000 stock options outstanding at an exercise price ranging between $0.15 and
$0.27 per share. Options to purchase 1,188,750 shares remained available for
future grant under the 2005 Stock Option Plan as at December 31, 2013.
Subsequent to the year ended December 31, 2013, 275,000 options at exercise
price of $0.17, expired unexercised.

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.

Page 49

Our Board determines the terms and provisions of
each option granted under the Stock Option Plans, including the exercise price,
vesting schedule, repurchase provisions, rights of first refusal and form of
payment.  In the case of incentive options, the exercise price cannot be less
than 100% (or 110%, in the case of incentive options granted to any grantee who
owns stock representing more than 10% of the combined voting power of the
Company or any of our parent or subsidiary corporations) of the fair market
value of our common stock on the date the option is granted.  The exercise price
of non-qualified stock options shall not be less than 85% of the fair market
value of our common stock.  The exercise price of options intended to qualify as
performance-based compensation for purposes of Code Section 162(m) shall not be
less than 100% of the fair market value of the stock.  The aggregate fair market
value of the common stock with respect to any incentive stock options that are
exercisable for the first time by an eligible employee in any calendar year may
not exceed $100,000.

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

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

EMPLOYMENT ARRANGEMENTS

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

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, 2012. This contract is for the provision of services by
Mr. Williams as Executive Chairman.

Subsequent to the year ended December 31, 2013,
the agreement was amended during the year ended December 31, 2010 to include a
consultancy payment of $11,666 per month payable in arrears. This contract is
for the provision of services by Mr. T. M. Williams as Executive Chairman of the
Company. Subsequent to the year ended December 31, 2013, the agreement was
amended to provide for a consultancy payment equal to the sum of 6.5% of the
total monthly Gross Win of the cash bingo business and 2.5% of the monthly
social bingo business with a minimum of $11,000 and a maximum of $25,000 per
month.

Subsequent to the year ended December 31, 2013,
the Company entered into an agreement with Jayska Consulting Ltd. and Mr. J. M.
Williams, Chief Executive Officer of Bingo.com, Ltd. for the provision of
services of Mr. J. M. Williams as Chief Executive Officer of the Company. The

Page 50

Consulting agreement provides for a consultancy payment of GBP5,000 per month
payable in arrears. In addition, subsequent to the year ended December 31, 2013,
entered into an agreement with LVA Media Inc. and Mr. J. M. Williams, for the
provision of services of Mr. J. M. Williams as Chief Executive Officer of
Bingo.com, Ltd. The Consulting agreement provides for a consultancy payment
equaling the sum of 3% of the total monthly Gross Win of the cash bingo business
and 2.5% of the monthly social bingo business with a minimum of $7,500 and a
maximum of $25,000 per month.

During the
year ended December 31, 2012, we entered into a management consulting agreement
with Bromley Accounting Services Limited for the services of Mr. H. W. Bromley
as the Chief Financial Officer.

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 24, 2014, 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 debentures held by
that person that are currently exercisable or convertible or exercisable or
convertible within 60 days of March 24, 2014, are deemed outstanding.

Percentage of beneficial ownership is based upon 68,377,703shares of
common stock outstanding at March 24,
2014. 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
		South Hill Villa
		South Hill, AI-2640
		Anguilla, B. W. I.      | 20,323,724                          | (1) | 29.39%          
|                                                                                  |                                     |     |                 
|J. M. Williams
		Flat 16
		Bridgewater square
		London, EC2Y 8AG
		United Kingdom | 408,200                             | (2) | 0.59%           
|                                                                                  |                                     |     |                 
|H. W. Bromley
		3851 Edgemont Boulevard
		North Vancouver BC, V7R 2P9
		Canada    | 525,000                             | (3) | 0.76%           
|                                                                                  |                                     |     |                 
|All directors and Named Executive
		Officers as a group (3 persons)               | 21,256,924                          |     | 30.74%          
|                                                                                  |                                     |     |                 

Page 51



|Name and Address of Beneficial Owner                                               | Number of Shares Beneficially Owned |     | Percent of Class
|---------------------------------------------------------------------------------- | ----------------------------------- | --- | ----------------
|                                                                                   |                                     |     |                 
|Bingo, Inc.
		P.O. Box 727, Landsome Road
		The Valley,
		Anguilla, B.W.I.         | 3,896,831                           | (4) | 5.61%           
|                                                                                   |                                     |     |                 
|Unibet Group Plc.
		Fawwara Buildings
		Msira Road
		Gzira
		GZR1402
		Malta       | 15,000,000                          | (5) | 21.61%          
|                                                                                   |                                     |     |                 
|Pendinas Ltd.
		Ballacarrick, Pooilvaaish Road
		Castletown, IM9 4PJ
		Isle of Man | 18,637,999                          | (6) | 26.85%          
|                                                                                   |                                     |     |                 

(1)   
Includes 100,000 shares of common stock that may be issued upon
the exercise of 100,000 stock purchase options with an exercise price of $0.17
per share and 100,000 shares of common stock that may be issued upon the
exercise of 100,000 stock purchase options with an exercise price of $0.15 per
share. Also includes 20,123,724 shares held directly by Mr. T. M. Williams. Mr.
T. M. Williams is a 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 increases by 3,117,465
shares, representing 33.90% of the Class.

(2)   
Includes, 100,000 shares of common stock that may be issued upon
the exercise of 100,000 stock purchase options with an exercise price of $0.17
per share and 100,000 shares of common stock that may be issued upon the
exercise of 100,000 stock purchase options with an exercise price of $0.15 per
share.  Also includes 208,200 shares held directly by Mr. J. M. Williams.

(3)   
Includes, 100,000 shares of common stock that may be issued upon
the exercise of 100,000 stock purchase options with an exercise price of $0.17
per share and 100,000 shares of common stock that may be issued upon the
exercise of 100,000 stock purchase options with an exercise price of $0.15 per
share.  Also includes 325,000 shares held directly by Mr. H. W. Bromley.

(4)   
Includes 3,896,831 shares held directly by Bingo, Inc., a private
holding company.

(5)   
Includes 15,000,000 shares held directly by Unibet Group Plc.,
which is listed on NASDAQ OMX Nordic Exchange in Stockholm.

(6)   
Includes 18,637,999 shares held directly by Pendinas Ltd., a
company wholly owned by Mr. G. R. Williams. Mr. G. R. Williams is not related to
Mr. T. M. Williams nor Mr. J. M. Williams.

Page 52

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

The Company has a liability of $3,320 (2012 - $384) to a current director and
officer of the Company for expenses incurred.

The Company has a liability to Bingo, Inc. for rental of the UK office of $nil
(2012 - $11,270), for rental expense for the year ended December 31, 2013 of
$93,870 (2012 - $47,549).

The Company has a liability of $5,002 (2012 - $1,002), to independent directors
of the Company for payment of services rendered. During the year ended December
31, 2013, the Company paid $12,000 (2012 - $11,500) to the independent directors
in director fees.

The Company has a liability of $2,954 (2012 - $2,894), to an officer of the
Company for payment of services rendered and expenses incurred of $62,530 (2012
- $59,551) by the officer of the Company.

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

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND
SERVICES

During the year ended December 31, 2013, the Company incurred fees of $53,399
(2012 - $60,996) from the principal accountant during fiscal 2013 -  Davidson &
Company LLP, $53,399 of these fees related to audit fees (2012 - $54,804).

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



PART IV

ITEMS 15.  EXHIBITS

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

Page 53

SIGNATURES

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

BINGO.COM, LTD.



By:       /s/ J. M. Williams

J. M. Williams

Chief Executive Officer



Date:    March 24, 2014

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

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

By:       /s/ J. M. Williams
            Chief Executive Officer            
March 24, 2014

J. M. Williams





By:       /s/ H. W. BromleyChief Financial Officer             
March 24, 2014

H. W. Bromley
                       (Principal Financial and

Principal Accounting
Officer)

Page 54

EXHIBIT 31.1



CERTIFICATIONS

I, J. 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, 2013, 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/ J. M. Williams

                                                            Date :March 24,
2014

J. M. Williams,

Chief Executive Officer,

(Principal Executive Officer)

Page 55

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, 2013, 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 24, 2014

H.W. Bromley,

Chief Financial Officer

(Principal Accounting Officer)

Page 56

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, 2013, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, J. M.
Williams, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:



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



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









/s/ J. M.
Williams

J. M. Williams

Chief Executive
Officer

March 24, 2014







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



Page 57

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, 2013, 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 24, 2014

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

Page 58

EXHIBIT LIST

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

|Exhibit Number | Description                                                                                                                                                                                                   
|-------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.4            | Convertible Debenture between the
		Company and unrelated parties dated July 2, 2002. (b)                                                                                                                     
|4.5            | Common Stock Purchase Warrant between
		the Company and unrelated parties dated July 2, 2002. (b)                                                                                                             
|10.2           | Asset Purchase Agreement by and
		between Bingo, Inc. and Progressive Lumber, Corp. dated January 18,
		1999. (a)                                                                                             
|10.24          | Amended Consulting Agreement dated
		February 28, 2002, between the Company, T.M. Williams (Row), Ltd., and
		T.M. Williams. (c)                                                                              
|10.29          | Amendment of Asset Purchase Agreement
		dated July 1, 2002. (d)                                                                                                                                               
|10.32          | Code of Business Conduct and Ethics
		dated December 22, 2006. (e)                                                                                                                                            
|10.33          | Amended Consulting Agreement dated June
		16, 2010, between the Company, T.M. Williams (Row), Ltd., and T.M.
		Williams. (f)                                                                                  
|10.36          | The Marketing Service Agreement between
		the Bingo.com, Ltd. wholly owned subsidiary, Coral Reef Marketing Inc.
		and with Unibet International Limited dated March 19, 2010. (g)                            
|10.37          | Amended Consulting Agreement dated August 1, 2013, between the Company,
		T.M. Williams (Row), Ltd., and T.M. Williams. (h)                                                                                   
|10.38          | Consulting Agreement dated January 1, 2014, between the Company, Jayska
		Consulting Ltd., and J. M. Williams. (h)                                                                                            
|10.39          | Consulting Agreement dated January 1, 2014, between the Company, LVA
		Media Inc., and J. M. Williams. (h)                                                                                                    
|10.40          | Consulting Agreement dated October 1, 2013, between the Company,
		Devereux Management Ltd., and C. M. Devereux. (h)                                                                                          
|10.41          | Consulting Agreement dated January 1, 2014, between the Company, Bromley
		Accounting Services Limited., and H. W. Bromley. (h)                                                                               
|31.1           | Certificate of Chief Executive Officer
		pursuant to the Securities Exchange Act Rules 13a-15(e) and 15d -15(e)
		as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
		dated March 24, 2014.
|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 24, 2014.
|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 24, 2014.        
|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 24, 2014.        

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

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

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

Page 59

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

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

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

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

(h) Previously filed with the Company's report on Form 8-K on March 24, 2014.

Page 60