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, 2009

Or

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

SECURITIES
  EXCHANGE ACT OF 193

For
the transition period from  to

Commission
file number 333-120120-01



BINGO.COM,
  LTD.

(Exact
name of registrant as specified in its charter)



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



Hansa Bank Building, Ground Floor, Landsome Road

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

(Address
  of principal executive offices)



(264)
      461-2646

(Issuer's
  telephone number, including area code)



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



None

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



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



COMMON STOCK,
    NO PAR VALUE PER SHARE

(Title of
    Class)

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

	       No  [ X ]

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

	       No  [ X ]



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

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

			                                            Smaller reporting
			company      [ X ]       
|Indicate by check mark whether the
			registrant is a shell company (as defined in Rule 12b-2 of the
			Act).                                                                                              
			Yes  [   ]       No  [ X ]                                                                                                                                                                                                                                                                                                                                           
|State issuer's revenues for its most recent fiscal
			year.                                        
						$5,825,362                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|State the aggregate market value of the voting and non-voting common
			equity held by non-affiliates computed by reference to the price at
			of such stock on the National
			Association of Securities Dealers Over the Counter Bulletin Board
			market as of March 30, 2010, being $0.18 per share:
						$4,638,440.			The number of shares of the issuer's common stock
			outstanding on March 30, 2010, was 42,877,703. Our common stock is
			traded on the National Association of Securities Dealers
			Over-the-Counter Bulletin Board market under the symbol "BNGOF".
|APPLICABLE ONLY TO CORPORATE
			REGISTRANTS
			Indicate the
			number of shares outstanding of the registrant's common stock, no
			par value per share, was 42,877,703 as of March 30, 2010.                                                                                                                                                                                                                                                                                                                                                                                       
|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.                                                    



###### TABLE OF CONTENTS

|        |                         | PAGE
|------- | ----------------------- | ----
|PART I  | 3                      
|ITEM 1. | DESCRIPTION OF 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.                                                                                                                   | MANAGEMENT'S
	DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                           | 13
|ITEM 7.                                                                                                                   | FINANCIAL
	STATEMENTS                                                                                            | 18
|ITEM 8.                                                                                                                   | CHANGES IN AND
	DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                            | 44
|ITEM 9A.                                                                                                                  | CONTROLS AND
	PROCEDURES                                                                                         | 44
|ITEM 9B.                                                                                                                  | OTHER
	INFORMATION                                                                                               | 45
|                                                                                                                          |                                                                                                                  |   
|PART III                                                                                                                  |                                                                                                                  | 46
|ITEM 10.                                                                                                                  | DIRECTORS, EXECUTIVE
	OFFICERS AND CORPORATE GOVERNANCE                                                          | 46
|ITEM 11.                                                                                                                  | EXECUTIVE
	COMPENSATION                                                                                          | 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                                                                                                                   |                                                                                                                  | 54
|ITEM 15.                                                                                                                  | EXHIBITS                                                                                                         | 54
|SIGNATURES                                                                                                                | 55                                                                                                              
|CERTIFICATIONS                                                                                                            | 56                                                                                                              
|CERTIFICATION PURSUANT TO
	18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE
		SARBANES-OXLEY ACT OF 2002 | 58                                                                                                              
|EXHIBIT LIST                                                                                                              | 60                                                                                                              

Page
    2

PART I

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

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

ITEM 1. DESCRIPTION OF BUSINESS

INTRODUCTION

Bingo.com, Ltd. (the "Company") is in the
	business of developing and operating a bingo based web portal designed to
	provide a variety of Internet based games played by individuals plus other
	forms of entertainment, including an online community, chat rooms, contests,
	sweepstakes, tournaments, and more. Using our bingo.com domain name and
	incorporating a variety of games and content to attract and retain a large
	number of subscribers, we have built one of the leading bingo-based portals
	on the Internet. Our website has attracted millions of visitors of which
	over 1,975,000 have gone through a detailed sign-up process and become
	registered users. The levels of Internet traffic have a direct impact on our
	revenues as, generally, the greater the Internet traffic, the greater the
	amount of gaming or advertising revenue received.

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

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

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

Page 3

Subsequent to the year ended December 31,
	2009, the Company entered into a formal agreement to join the Unibet partner
	program as a network operator of their multi-language and multi-currency
	bingo and casino systems.  Bingo.com players will be combined with the
	gaming liquidity on Unibet's popular Mariabingo.com and Bingo.se websites to
	create one of the largest and most international online bingo systems in
	operation.

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"),
	Bingo.com Services Limited ("Bingo Services"), Bingo.com Operations Limited
	("Bingo Malta"), Coral Reef Marketing Inc. ("Coral Reef") and Bingo.com N.V.

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

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

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

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

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

On January 15, 2008, Bingo.com (Alderney)
	Limited was incorporated under the laws of Alderney, Channel Islands. This
	company was discontinued and was struck off the Alderney Company Register on
	August 14, 2009.

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

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

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

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

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

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

Page 4

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

Development of
	the Business

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

Bingo.com
	Domain Name

On January 18, 1999, we purchased the
	exclusive right to use the domain name bingo.com from a then unrelated
	company, Bingo, Inc., an Anguilla corporation, for (i) a $200,000 cash
	payment, (ii) 500,000 shares of our common stock (at a value of $2.00 per
	share) and (iii) an agreement to pay, on an ongoing basis, the Domain Name
	Purchase price amounting to 4% of our annual gross revenues, with a total
	minimum guaranteed Domain Name Purchase payment of $1,100,000 in the first
	three years of the 99 year period ended December 31, 2098. During the year
	ended December 31, 2002, the agreement was amended so that the remaining
	Domain Name Purchase payments to the vendor are made monthly, based on 4% of
	the preceding month's gross revenue. The value of the bingo.com domain name
	was based on factors such as the relationship of the name to our business,
	the ability for us to create a brand for our website and portal based on the
	name, the ease of Internet browser search ability of the domain name and the
	ability of visitors to our website to remember and associate the name with
	our website and portal. We negotiated the terms of the domain name
	acquisition at arms' length, and we believe the consideration we paid for
	the domain name was reasonable.

During the year ended December 31, 2009, we
	made payments totaling $235,261 (2008 - $225,983) based on 4% of the
	preceding month's gross revenue as defined in the amended agreement. T. M.
	Williams, the President and Chief Executive Officer of the Company is the
	potential beneficiary of several discretionary trusts that hold
	approximately 80% of the shares of Bingo, Inc.

BUSINESS OVERVIEW

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

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

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

Gaming Revenue
	Business

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

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

Page 5

period until fully paid.  As
	at December 31, 2009, $425,500 (2008 $363,000) of the $1,200,050 had been
	paid.

During the quarter
	ended June 30, 2007, we launched our United Kingdom focused website, with
	games targeted to the United Kingdom audience and the games played in
	British pounds sterling. Gaming revenue from the Bingo.com website accounted
	for approximately 97% of our revenue for the year ended December 31, 2009.
	Moving forward we will focus our marketing on attracting additional players
	from jurisdictions such as the United Kingdom where Internet gambling is
	regulated and considered legal.

Subsequent to the year ended December
	31, 2009, the Company entered into a formal agreement to join the Unibet
	partner program as a network operator of their multi-language and
	multi-currency bingo and casino systems.  Bingo.com players will be combined
	with the gaming liquidity on Unibet's popular Mariabingo.com and Bingo.se
	websites to create one of the largest and most international online bingo
	systems in operation.

Advertising Revenue Business

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

We have in the past used the appeal of the
	bingo.com domain name to sell advertising on the free section of the
	website, which was our primary revenue source. During the quarter ended June
	30, 2005, we commenced offering traditional bingo and other pay-for-play
	games to our players, which replaced advertising as our main source of
	revenue. Advertising revenue from the bingo.com website accounted for
	approximately 3% of our revenue for the year ended December 31, 2009.
	Although many of our games are free to play, players are required to
	register to receive points and to win prizes and to access certain features
	on the site. All registration information is stored in online databases. We
	intend to continue to build awareness of, and drive traffic to, bingo.com
	through a marketing program consisting of various elements such as strategic
	alliances and online and off-line advertising, in order to strengthen our
	search engine rankings and rebuild our advertising revenue stream.

The Niche

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

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

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

Page 6

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 2009, we generated 97% of our revenue
	from gaming revenue and 3% of our revenue from advertising revenue. We
	earned these revenues from our portal through a variety of ways, such as the
	following:

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

-    
	Banner and button advertisements on our website;

-    
	Sponsorships of email newsletters or parts of our site;

-     Exchanging links with other websites.

Throughout 2009 we were focused primarily on increasing our gaming revenue
	at the expense of our advertising revenue. During the year ended December
	31, 2005, we suspended the majority of the sale of advertising and focused
	entirely on the gaming revenue component of the business.  With the passing
	of the United States Unlawful Internet Gambling Act in October of 2006, we
	again began to serve advertising on our website.

Advertising revenue calculations are based on click-throughs, percentage of
	sales transactions, or other methods depending on the details of the
	agreements. The majority of the advertising revenue earned in 2009 was
	calculated on a Cost Per Acquisition ("CPA") basis.

Expand registered user database

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

Entertainment and game sites have become
	increasingly popular and are showing strong growth rates. Our website
	traffic reports indicate that between 500 and 1,000 new players a day are
	registering with http://www.bingo.com. It is our belief that, if current
	traffic rates can be maintained, we will continue to maintain our status as
	a premier, bingo centric, online gaming destination.

Leverage licensed
	users and alliances

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

Extend and enhance
	the value of the brand name

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

Page 7

Marketing
	Strategy

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

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

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

Continue to enhance
	content

Registered players are provided with a
	variety of free games, and other forms of entertainment such as chat,
	sweepstakes, and more. The free bingo games can be played for points, which
	are redeemable for prizes. We are able to create low-cost content through
	creative face-changes of the standard bingo games. These 'skins' can reflect
	themes, corporate interests or other targeted messages.

OPERATIONS

Employees

As of December 31, 2009, we had fourteen
	full-time employees, not including temporary personnel, consultants, and
	independent contractors. We retain consultants to provide special expertise
	in developing strategy, marketing, software and technologies and outsource
	our development resources. We outsource our customer support, including
	in-game chat, email and phone support, to an established support company.
	None of our employees is represented by a labor union, and we believe that
	our relationship with our employees is good.

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

Seasonality

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

Competition

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

Need for Government Approval of Principal Products or Services and Effect of
	Existing or Probable

Governmental Regulations on our Business

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

Page 8

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

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

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

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

Costs and
	Effects of Compliance with Environmental Laws

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

BRITISH COLUMBIA
	SECURITIES COMMISSION

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

FINANCIAL INFORMATION ABOUT GEOGRAPHIC
	AREAS

At the end of fiscal 2009, our equipment was
	located in Curacao, Netherlands Antilles, Malta and Canada.

AVAILABLE
	INFORMATION

The Company makes available through the
	Corporate Bingo.com section of its internet website at
	http://www.bingo.com/online/corp/corporate 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

Page 9

furnished pursuant to Section 13(a)
	or 15(d) of the Exchange Act, as soon as reasonably practicable after
	electronically filing such material with the Securities and Exchange
	Commission.

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

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

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

ITEM 2. PROPERTIES.

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

Our primary administrative and development
	facility is located in leased space in Vancouver, British Columbia.  This
	facility comprises approximately 2,480 square feet.  We entered into this
	lease on September 30, 2005, for a term of sixty months and ending September
	30, 2010. The monthly rental is approximately $6,188.

During the year ended December 31, 2007, we
	opened a sales and marketing office in London, United Kingdom, where we rent
	space on a monthly basis for GBP1,500 Pounds Sterling per month from a current director of the
	Company.

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

ITEM 3. LEGAL PROCEEDINGS.

We are not currently a party to any legal
	proceedings and were not a party to any other legal proceeding, during the
	fiscal year ended December 31, 2009. 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 HIOLDERS.

We held our Annual Meeting of
	Stockholders in Vancouver on June 10, 2009, all matters were unanimously
	approved. There were no submissions of matters to a vote of security holders
	during the third and fourth quarter of 2009.

Page 10

PART II

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

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

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

|Quarter Ended      | High (1) | Low (1)
|------------------ | -------- | -------
|December 31, 2009  | $0.22    | $0.12  
|September 30, 2009 | $0.20    | $0.15  
|June 30, 2009      | $0.18    | $0.06  
|March 31, 2009     | $0.14    | $0.04  
|December 31, 2008  | $0.17    | $0.08  
|September 30, 2008 | $0.35    | $0.13  
|June 30, 2008      | $0.35    | $0.27  
|March 31, 2008     | $0.40    | $0.33  

1.             Prices as per Yahoo! TM
	Finance

On March
	30, 2010, the last reported sale price of our common stock, as
	reported by the OTCBB, was $0.18
	per
	share.

As of March
	30, 2010, we believe there are approximately
	1,845 shareholders (including
	nominees and brokers holding street accounts) of our shares of common stock.

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

Dividend Policy

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

Page 11

Recent
	Sales of Unregistered Securities

On February 9, 2009, we issued 3,500,000
	common shares at $0.15 per share to four subscribers. These shares were
	issued under Regulation S. None of the subscribers who received shares under
	Regulation S are U.S. Persons as defined in Rule 902(k) of Regulation S, and
	no sales efforts were conducted in the U.S., in accordance with Rule
	903(c).  The subscribers to the offering under Regulation S acknowledged
	that the securities purchased must come to rest outside the U.S., and the
	certificates will contain a legend restricting the sale of such securities
	until the Regulation S holding period is satisfied.

On May 6, 2009, we issued 1,500,000 common
	shares at $0.15 per share to two subscribers. These shares were issued under
	Regulation S. None of the subscribers who received shares under Regulation S
	are U.S. Persons as defined in Rule 902(k) of Regulation S, and no sales
	efforts were conducted in the U.S., in accordance with Rule 903(c).  The
	subscribers to the offering under Regulation S acknowledged that the
	securities purchased must come to rest outside the U.S., and the
	certificates will contain a legend restricting the sale of such securities
	until the Regulation S holding period is satisfied.

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

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
	(2008 - 986,500) outstanding at December 31, 2009. During the year ended
	December 31, 2009, there were 150,000 options exercised and 836,500 options
	expired, issued under the 1999 plan.

We have
	reserved a total of 5,424,726 common shares for issuance pursuant to grants
	under the 2001 stock option plan.  Pursuant to this plan we have 1,835,000
	stock purchase options (2008 - 2,083,500) outstanding as at December 31,
	2009. 1,685,000 of the stock options outstanding at December 31, 2009, were
	granted with vesting provisions as to 10% vesting at the grant date, an
	additional 15% vesting one year following the date of grant and an
	additional 2% vesting per month thereafter. During the year ended December
	31, 2009, 167,500 options issued under the 2001 plan were exercised and
	1,106,000 options issued under the 2001 plan expired unexercised.

We have
	reserved a total of 2,000,000 common shares for issuance under our 2005
	stock option plan.  Pursuant to this plan we have 1,883,442 stock purchase
	options (2008 - 1,925,942) outstanding at December 31, 2009. 1,546,250 of
	the stock options outstanding at December 31, 2009, were granted with
	vesting provisions as to 10% vesting at the grant date, an additional 15%
	vesting one year following the date of grant and an additional 2% vesting
	per month thereafter. During the year ended December 31, 2009, there were no
	stock options, issued under the 2005 plan, exercised, however 42,500 stock
	options issued under the 2005 plan expired unexercised.

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

Page 12

Equity Compensation Plan Information

|Plan category                                                 | Number of securities to be
			issued upon exercise of outstanding options and rights | Weighted average exercise
			price of outstanding options and rights | Number of securities remaining available for future issuance
|------------------------------------------------------------- | ------------------------------------------------------------------------------------ | -------------------------------------------------------------------- | ------------------------------------------------------------
|                                                              | (a)                                                                                  | (b)                                                                  | (c)                                                         
|Equity compensation plans
			approved by security holders     | 3,718,442                                                                            | $0.38                                                                | 3,402,334                                                   
|Equity compensation plans
			not approved by security holders | 0                                                                                    | 0                                                                    | 0                                                           
|Total                                                         | 3,718,442                                                                            | $0.38                                                                | 3,402,334                                                   

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

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

#### OVERVIEW

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

Ninety-seven percent of our revenue in 2009
	was derived from gaming revenues and three percent from the sale of Internet
	advertising. We expect that in the future, gaming revenue, focused on bingo,
	will continue to contribute the majority of our total revenue.

We have made a significant investment in the
	development of our website, purchase of domain name, branding, marketing,
	and maintaining operations.  As a result we have incurred significant losses
	since inception, and as of December 31, 2009, had an accumulated deficit of
	$13,451,601.

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, 2009, and 2008, and the consolidated
	balance sheet data as of December 31, 2009, and 2008, 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, 2007, 2006, and 2005 and the consolidated balance sheet data as of
	December 31, 2007, 2006, and 2005, 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.

Page 13

Consolidated Statement of Operations Data:

|                                                                     |   |             |   | Year Ended December 31, |  
|-------------------------------------------------------------------- | - | ----------- | - | ----------------------- | -
|                                                                     |   | 2009        |   | 2008                    |  
|                                                                     |   |             |   |                         |  
|Revenue                                                              |   |             |   |                         |  
|Advertising revenue                                                  | $ | 195,833     | $ | 275,847                 | $
|Gaming revenue                                                       |   | 5,629,529   |   | 5,373,718               |  
|Total revenue                                                        |   | 5,825,362   |   | 5,649,565               |  
|                                                                     |   |             |   |                         |  
|Cost of producing revenue                                            |   | (3,836,527) |   | (3,791,218)             |  
|Operating expenses excluding interest
			and other income (expenses) |   | (3,163,472) |   | (3,034,389)             |  
|Interest and other income                                            |   | 1,740       |   | 19,255                  |  
|Income tax expense                                                   |   | (15,154)    |   | -                       |  
|Net (loss) income                                                    |   | (1,188,051) | $ | (1,156,787)             | $
|                                                                     |   |             |   |                         |  
|Basic and diluted net (loss) income
			per share                     | $ | (0.03)      | $ | (0.03)                  | $
|Weighted average common shares
			Outstanding                        |   | 40,494,148  |   | 35,092,369              |  
|                                                                     |   |             |   |                         |  



|                                     |   |           |   | Year Ended December 31, |   |           |  
|------------------------------------ | - | --------- | - | ----------------------- | - | --------- | -
|                                     |   | 2009      |   | 2008                    |   | 2007      |  
|Consolidated Balance Sheet Data:     |   |           |   |                         |   |           |  
|Cash                                 | $ | 557,251   | $ | 412,002                 | $ | 744,596   | $
|Total assets                         |   | 2,269,478 |   | 2,157,834               |   | 2,516,749 |  
|Total liabilities                    |   | 693,345   |   | 454,396                 |   | 363,112   |  
|Long term obligations                |   | -         |   | -                       |   | -         |  
|Total stockholders' equity (deficit) |   | 1,576,133 |   | 1,703,438               |   | 2,153,637 |  
|Working capital (deficit)            |   | (19,801)  |   | 124,495                 |   | 648,123   |  

CRITICAL ACCOUNTING
	POLICIES

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

Revenue Recognition

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

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

Page 14

Impairment of Long-lived Assets

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

SOURCES OF REVENUE AND REVENUE RECOGNITION

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

SUPPLEMENTARY FINANCIAL INFORMATION

Quarterly Results of Operations

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

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

Page 15

|                                                     |   |                   |  | Three Months Ended | 
|---------------------------------------------------- | - | ----------------- |  | ------------------ | 
|                                                     |   | December 31, 2008 |  | September 30 2008  | 
|                                                     |   | (Unaudited)       |  | (Unaudited)        | 
|Revenue                                              |   |                   |  |                    | 
|Advertising revenue                                  | $ | 41,465            |  | 72,088             | 
|Gaming revenue                                       |   | 1,287,808         |  | 1,487,999          | 
|Total Revenue                                        |   | 1,329,273         |  | 1,560,087          | 
|                                                     |   |                   |  |                    | 
|Cost of producing revenue                            |   | 917,916           |  | 1,009,045          | 
|Operating expenses and other (income)
			/ expenses  |   | 801,639           |  | 819,816            | 
|Income tax expense                                   |   | -                 |  | -                  | 
|Net loss                                             | $ | (390,282)         |  | (268,774)          | 
|Basic and diluted net loss per share                 | $ | (0.01)            |  | (0.01)             | 
|Weighted average common shares, basic
			and diluted |   | 36,200,203        |  | 36,200,203         | 

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

RESULTS OF OPERATIONS

Years Ended December 31, 2009 and 2008

Revenue

Total revenue increased to $5,825,362 for
	the year ended December 31, 2009, an increase of 3% over revenue of
	$5,649,565 for the same period in the prior year. Gaming revenue increased
	to $5,629,529 for the year ended December 31, 2009, an increase of 5% over
	gaming revenue of $5,373,718 for the same period in the prior year. When
	measured in Pounds Sterling, presently our depositing currency, the gaming
	operations provided revenue of GBP3,635,229 Pounds Sterling for the year ended December 31,
	2009, an increase of 25% from gaming revenue of GBP2,915,893 Pounds Sterlingfor the same
	period in the prior year. This increase compared to the prior year is due to
	an increase in the player base. This increase in gaming revenue is offset by
	a weakness of the Pound Sterling in relation to the US Dollar. Advertising
	Revenue decreased to $195,833 for the year ended December 31, 2009, a
	decrease of 29% over revenue of $275,847 for the same period in the prior
	year.

Cost of
	producing revenue

We recorded cost of producing revenue of
	$3,836,527 during the year ended December 31, 2009, an increase of 1%
	compared to costs of $3,791,218 for the same period in the prior year.

Cost of revenue consists of bonuses granted
	on deposits made by players, the cost of hosting the website, payment
	processing fees in relation to deposits from and withdrawals to our players,
	software license fees, gaming taxation and the domain name purchase
	payments. This increase in the cost of revenue in 2009 is due to the
	increase in our player base, plus the awarding of deposit bonuses required
	both to be competitive with other bingo-oriented websites and to build a
	large customer base as quickly as possible.

Sales and
	marketing expenses

Sales and marketing expenses increased to
	$1,617,542 for the year ended December 31, 2009, an increase of 25% over
	sales and marketing expenses of $1,291,032 in the prior year. Sales and
	marketing expenses principally include costs for signup bonuses, marketing,
	affiliate promotions, prizes for our players and other bonuses and
	incentives offered to gaming players. The increase in sales and marketing
	expenses for the year ended December 31, 2009, compared to fiscal 2008 is
	due to the increase in marketing especially our Search Engine Optimization
	to ensure we continue hold a top listing in all the search engines (e.g.
	Google.com). In addition, we increased our marketing expenditures with
	affiliates to increase our traffic. This resulted in an increase in
	affiliates and affiliate commission.

Page 16

We expect to continue to incur sales and
	marketing expenses to increase traffic from the increasingly more
	competitive United Kingdom market and other selected markets and,
	consequently, deposits to our web portal. These costs will include bonuses
	and incentives, affiliate commissions, salaries, advertising, and other
	promotional expenses intended to increase our subscriber base and improve
	gaming revenue. There can be no assurances that these expenditures will
	result in increased traffic or significant additional revenue.

General and
	administrative expenses

General and administrative expenses consist
	primarily of premises costs for our office, legal and professional fees, and
	other general corporate and office expenses. General and administrative
	expenses decreased to $518,959 for the year ended December 31, 2009, a 6%
	decrease over costs of $553,486 for the previous year. General and
	administrative expenses have decreased in comparison to the prior year due
	to a strengthening of the US dollar in relation to the Canadian dollar for
	the majority of 2009 and a decline in website site design costs, especially
	social networking. This decrease in cost is offset by an increase in legal
	fees in relation to our Maltese gaming license.

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

Salaries, wages, consultants and benefits

Salaries, wages, consultants and benefits
	increased to $1,027,929 during the year ended December 31, 2009, an increase
	of 2% over costs of $1,008,271 for the previous year. This increase is due
	to the recruitment of additional staff in order to run the expanded business
	and regular increases in the rates of pay.

Depreciation and amortization

Equipment is depreciated using the declining
	balance method over the useful lives of the assets, ranging from three to
	five years.  Depreciation increased to $73,122 during the year ended
	December 31, 2009, an increase of 26% over depreciation of $58,133 during
	the prior year. This increase in depreciation and amortization can be
	explained due to the acquisition of equipment, especially computers and
	servers, to enable us to run the expanded business and for the launch of the
	website from Malta in 2009.

Stock
	based Compensation

During the year ended
	December 31, 2006, the Company adopted ASC 718, Compensation-Stock
	Compensation (previously SFAS 123R Share based payments), which requires us
	to expense stock options granted. Stock based compensation decreased to
	$63,677 during the year ended December 31, 2009, a decrease over stock based
	compensation of $86,544 during the prior year. This decrease in stock based
	compensation is due to the expiry of stock options granted in previous
	years.

Profit on sale of US
	Gaming players

Effective October 12, 2006, the Company, in
	response to the United States Unlawful Internet Gambling Enforcement Act,
	sold its United States players and related assets for $1,200,050, to an arms
	length third party payable by the purchaser at a variable rate over the
	subsequent months until fully paid. We recognize the profit from the sale of
	these assets as and when payment is received. During the year ended December
	31, 2009, we collected $62,500 (2008 - $63,000) of the $1,200,050 due. As at
	December 31, 2009, $774,550 is still outstanding.

Other income and expenses

During the year ended December 31, 2009, we
	made gains of $45,069 (2007 - $65,252) from the settlement of debts with
	creditors.

During the year ended December 31, 2009, we
	made foreign exchange profits of $37,428 compared to foreign exchange losses
	of $158,133 in the prior year. These profits are due to the strength of the
	US Dollar compared to the weakness of the Pound Sterling and the Canadian
	Dollar.

Page 17

During the year ended December 31, 2009, we
	received interest income of $1,721, a decrease compared to interest income
	of $19,054 in the prior year. The interest income is received from bank term
	deposits from investing our cash. The decrease in interest income is due to
	lower cash balances as a result of continuing operations and lower interest
	rates.

Income taxes

The Company incurred income tax expense of
	$15,154, in relation to profits earned in its subsidiaries in different
	jurisdictions. No income taxes were payable in 2008, as a result of the
	operating losses recorded in previous years. During the year ended December
	31, 2005, the Bingo.com, Inc. merged with its subsidiary Bingo.com, Ltd. in
	Anguilla, British West Indies. Anguilla is a zero tax jurisdiction and
	therefore accordingly, we have not booked an income tax benefit at December
	31, 2009 and 2008.

Net loss and
	loss per share

We ended the year ended December 31, 2009,
	with a net loss of ($1,188,051), a basic and diluted loss per share of
	($0.03), compared to prior year's net loss and loss per share of
	($1,156,787), and ($0.03), respectively. This increase in net loss compared
	to the prior year is due to an increase in Sales and marketing expenses to
	compete in the increasingly competitive United Kingdom market. In addition,
	despite the increase in revenue, when measured in Pounds Sterling, the
	Company has been affected by the weakness of the Pound Sterling in relation
	to the US Dollar.

LIQUIDITY AND CAPITAL RESOURCES

We had cash of $557,251 and negative working
	capital of $19,801 at December 31, 2009. This compares to cash of $412,002
	and positive working capital of $124,495 at December 31, 2008. During the
	year ended December 31, 2009, we completed three private placement offerings
	of a total of 6.36 million units at $0.15 per unit.  Total proceeds of the
	offerings were $954,000.

During the year ended December 31, 2009, we
	used cash of $837,865 in operating activities compared to using cash of
	$877,172 in the prior year.

Net cash generated by financing activities
	was $985,750 in the year ended December 31, 2009, which compares to cash
	generated by financing activity of $608,725 in 2008. This increase in cash
	generated by financing activity is due to the cash raised in the private
	placements during the year ended December 31, 2009 compared to the year
	ended December 31, 2008.

We used cash of $2,636 in investing
	activities in 2009, compared to cash used of $64,147 in the prior year. This
	decrease in cash used in investing activities is due to the acquisition of
	equipment in 2008, especially servers required for operating the expanded
	business and our launch of the website in Malta in 2009. In addition, we
	collected $62,500 from the sale of US players during the year ended December
	31, 2009, compared to $63,000 in the prior year.

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

Off Balance
	Sheet Arrangements

We did not have any Off Balance sheet
	arrangements for the year ended December 31, 2009 and 2008.

AUDIT COMMITTEE

Our audit committee consists of three
	directors and reports to the Board of Directors. The audit committee meets
	regularly throughout the year and met with the independent auditors on
	March 29, 2010, and approved the
	financials statements for the year ended December 31, 2009.

ITEM 7. FINANCIAL
	STATEMENTS.

Page 18

BINGO.COM, LTD.
	and subsidiaries

Consolidated
	Financial Statements

Years ended
	December 31, 2009 and 2008

|Report of Independent Registered Public Accounting Firm for the year
		ended December 31, 2009 | 20
|---------------------------------------------------------------------------------------------- | --
|Report of Independent Registered Public Accounting Firm for the year ended
	December 31, 2008  | 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 19

Davidson &
	Company LLP                                                                                     
	1200 - 609 Granville Street

Chartered
Accountants                                                                                    
        P.O. Box 10372, Pacific Centre

Vancouver, BC

Canada, V7Y 1G6

Telephone       (604) 687-0947

Facsimile        (604)
687-6172

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of

Bingo.com, Ltd. and
	subsidiaries

We
	have audited the accompanying consolidated balance sheet of Bingo.com, Ltd.
	and subsidiaries as of
	December 31, 2009, and the related consolidated statement of operations, stockholders'
	equity, and cash flows for the year ended December 31, 2009. The Company's
	management is

	responsible for these financial statements. Our responsibility is to express
	an opinion on these financial statements

	based on our audit.

We conducted our audit 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 financial statements
	are free of material misstatement. The company is not required to have, nor
	were we engaged to perform, an
	audit of its internal control over financial reporting. Our audit included
	consideration of internal control over financial reporting as a basis
	for designing audit procedures that are appropriate in the circumstances,
	but not for the purpose of expressing an opinion on the effectiveness of the
	company's internal control over
	financial reporting. Accordingly, we express no such opinion. An audit also
	includes examining, on a test
	basis, evidence supporting the amounts and disclosures in the financial
	statements, assessing the accounting principles used and significant
	estimates made by management, as well as evaluating the overall financial
	statement presentation. We believe that
	our audit provides a reasonable basis for our opinion.

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

	generally accepted in the United States of America.

The accompanying consolidated financial
	statements have been prepared assuming that the Company will continue as a
	going concern. As discussed in Note 1 to the consolidated financial
	statements, the Company generated negative cash flows from operating
	activities during the past year. The Company has a working capital
	deficiency of approximately $19,801 and an accumulated deficit of
	approximately $13,451,601 for the year ended December 31, 2009. This raises
	substantial doubt about the Company's ability to continue as a going
	concern.  The financial statements do not include any adjustments that might
	result from the outcome of this uncertainty.

"DAVIDSON & COMPANY LLP"

|Vancouver, Canada | Chartered Accountants
|----------------- | ---------------------
|                  |                      
|March 29, 2010    |                      

Page 20

Dohan and
	Company                                                                                                
	7700 North Kendall Drive, #200

Certified Public
Accountants                                                                            
        Miami, Florida 33156-7578

A Professional
Association                                                                                 
     
Telephone       (305) 274-1366

Facsimile         (305) 274-1368

Email               info@uscpa.com

Internet           www.uscpa.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and
Stockholders

Bingo.com, Ltd. and
Subsidiaries

The Valley, Anguilla,
B.W.I.

We have audited the accompanying consolidated balance sheet of Bingo.com,
Ltd. and Subsidiaries as of December 31, 2008, and the related
consolidated statement of operations, stockholders equity and cash flows for
the year then ended December 31, 2008. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audit.

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

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Bingo.com,
Ltd. and Subsidiaries as of December 31, 2008, and the results of their
operations and their cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States of America.

The accompanying consolidated financial
statements have been prepared assuming that the Company will continue as a going
concern. As discussed in Note 1 to the consolidated financial statements, the
Company generated negative cash flows from operating activities during the past
year. The Company has working capital of approximately $124,495 and an
accumulated deficit of approximately $12,263,550 for the year ended December 31,
2008. This raises substantial doubt about the Company's ability to continue as a
going concern.  The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

/s/ Dohan and
Company, CPA's

Miami, Florida

March 25, 2009

Page 21

BINGO.COM, LTD. and subsidiaries

Consolidated
	Balance Sheets

|As at December 31,                                                                                                                          |  |   | 2009         |  |   | 2008        
|------------------------------------------------------------------------------------------------------------------------------------------- |  | - | ------------ |  | - | ------------
|Assets                                                                                                                                      |  |   |              |  |   |             
|Current assets:                                                                                                                             |  |   |              |  |   |             
|Cash                                                                                                                                        |  | $ | 557,251      |  | $ | 412,002     
|Accounts receivable, less allowance for
			doubtful accounts
			$774,550 (2008 - $837,050) (Note 4)                                         |  |   | 43,523       |  |   | 43,239      
|Prepaid expenses                                                                                                                            |  |   | 72,770       |  |   | 123,650     
|Total Current Assets                                                                                                                        |  |   | 673,544      |  |   | 578,891     
|                                                                                                                                            |  |   |              |  |   |             
|Equipment, net (Note 5)                                                                                                                     |  |   | 190,141      |  |   | 199,367     
|                                                                                                                                            |  |   |              |  |   |             
|Other assets                                                                                                                                |  |   | 148,552      |  |   | 122,335     
|                                                                                                                                            |  |   |              |  |   |             
|Domain name rights and intangible assets (Note 6)                                                                                           |  |   | 1,257,241    |  |   | 1,257,241   
|                                                                                                                                            |  |   |              |  |   |             
|Deferred tax asset, less valuation allowance of
			$148,023
			(2008 - $275,926) (Note 9)                                                   |  |   | -            |  |   | -           
|                                                                                                                                            |  |   |              |  |   |             
|Total Assets                                                                                                                                |  | $ | 2,269,478    |  | $ | 2,157,834   
|                                                                                                                                            |  |   |              |  |  
|Liabilities and Stockholders' Equity                                                                                                        |  |   |              | 
|Current liabilities:                                                                                                                        |  |   |              |  |   |             
|Accounts payable                                                                                                                            |  | $ | 89,419       |  | $ | 121,208     
|Accrued liabilities                                                                                                                         |  |   | 132,112      |  |   | 99,031      
|Accounts
			payable and accrued liabilities - related party (Note 10)                                                                       |  |   | 69,318       |  |   | 22,336      
|Provision for progressive jackpots                                                                                                          |  |   | 304,683      |  |   | 159,798     
|Players float                                                                                                                               |  |   | 97,813       |  |   | 52,023      
|Total Current Liabilities                                                                                                                   |  |   | 693,345      |  |   | 454,396     
|                                                                                                                                            |  |   |              |  |   |             
|Commitments
			(Note 8)                                                                                                                     |  |   |              |  |   |             
|Contingent
			liabilities (Note 14)                                                                                                         |  |   |              |  |   |             
|Subsequent
			event (Note 15)                                                                                                               |  |   |              |  |   |             
|                                                                                                                                            |  |   |              |  |   |             
|Stockholders' equity (Note 7):                                                                                                              |  |   |              |  |   |             
|Common
			stock, no par value, unlimited shares authorized,
			41,517,703 shares issued and outstanding
			(December 31, 2008 - 36,200,203) |  |   | 14,799,154   |  |   | 13,942,408  
|Subscriptions
			received in advance                                                                                                        |  |   | 204,000      |  |   | -           
|Accumulated deficit                                                                                                                         |  |   | (13,451,601) |  |   | (12,263,550)
|Accumulated other comprehensive loss:
			Foreign currency translation adjustment                                                            |  |   | 24,580       |  |   | 24,580      
|Total Stockholders' Equity                                                                                                                  |  |   | 1,576,133    |  |   | 1,703,438   
|                                                                                                                                            |  |   |              |  |   |             
|Total Liabilities and Stockholders' Equity                                                                                                  |  | $ | 2,269,478    |  | $ | 2,157,834   
|                                                                                                                                            |  |   |              |  |   |             

See accompanying notes to consolidated financial statements.

Page 22

BINGO.COM,
	LTD.

	and subsidiaries

Consolidated
	Statements of Operations

|Years ended December 31,                                                  |  |   | 2009        |  |   | 2008       
|------------------------------------------------------------------------- |  | - | ----------- |  | - | -----------
|                                                                          |  |   |             |  |   |            
|Advertising revenue                                                       |  | $ | 195,833     |  | $ | 275,847    
|Gaming revenue                                                            |  |   | 5,629,529   |  |   | 5,373,718  
|Total revenue                                                             |  |   | 5,825,362   |  |   | 5,649,565  
|                                                                          |  |   |             |  |   |            
|Operating expenses:                                                       |  |   |             |  |   |            
|Cost of producing revenue                                                 |  |   | 3,836,527   |  |   | 3,791,218  
|Depreciation and amortization                                             |  |   | 73,122      |  |   | 58,133     
|Directors fees                                                            |  |   | 6,000       |  |   | -          
|General and administrative                                                |  |   | 518,959     |  |   | 553,486    
|Salaries, wages, consultants and benefits                                 |  |   | 1,027,929   |  |   | 1,008,271  
|Stock based compensation                                                  |  |   | 63,677      |  |   | 86,544     
|Selling and marketing                                                     |  |   | 1,617,542   |  |   | 1,291,032  
|Total operating expenses                                                  |  |   | 7,143,756   |  |   | 6,788,684  
|                                                                          |  |   |             |  |   |            
|Loss before other income (expense) and income
			taxes                    |  |   | (1,318,394) |  |   | (1,139,119)
|                                                                          |  |   |             |  |   |            
|Other income (expense):                                                   |  |   |             |  |   |            
|Foreign exchange gain (loss)                                              |  |   | 37,428      |  |   | (158,133)  
|Gain on settlement
			of debt                                             |  |   | 45,069      |  |   | 65,252     
|Loss on disposal of equipment                                             |  |   | (1,240)     |  |   | (7,042)    
|Interest income                                                           |  |   | 1,721       |  |   | 19,054     
|Other income                                                              |  |   | 19          |  |   | 201        
|Profit from sale of US players and related
			assets (Note 3)             |  |   | 62,500      |  |   | 63,000     
|                                                                          |  |   |             |  |   |            
|Loss before income taxes                                                  |  |   | (1,172,897) |  |   | (1,156,787)
|                                                                          |  |   |             |  |   |            
|Income tax expense                                                        |  |   | (15,154)    |  |   | -          
|                                                                          |  |   |             |  |   |            
|Net loss                                                                  |  | $ | (1,188,051) |  | $ | (1,156,787)
|                                                                          |  |   |             |  |   |            
|Net loss per
			common share, basic and diluted (Note 2)                  |  | $ | (0.03)      |  | $ | (0.03)     
|                                                                          |  |   |             |  |   |            
|Weighted
			average common shares outstanding, basic and diluted (Note 2) |  |   | 40,494,148  |  |   | 35,092,369 

See
	accompanying notes to consolidated financial statements.

Page 23

BINGO.COM,
	LTD.

	and subsidiaries

Consolidated
	Statements of Stockholders' Equity

Years ended
	December 31, 2009 and 2008

| | Common stock |        |                     | Accumulated
			Other Comprehensive loss |                                           
| | ------------ | ------ | ------------------- | --------------------------------------- | ------------------------------------------
| | Shares       | Amount | Subscription shares | Accumulated  (Deficit)                  | Foreign
			currency translation adjustment

|Balance, December 31, 2007              | 34,025,703 | $13,235,820 | $ -      | $(11,106,763) | $ 24,580 | $2,153,637 
|--------------------------------------- | ---------- | ----------- | -------- | ------------- | -------- | -----------
|                                        |            |             |          |               |          |            
|Private placement                       | 2,000,000  | 600,000     | -        | -             | -        | 600,000    
|                                        |            |             |          |               |          |            
|Exercise of stock options               | 174,500    | 8,725       | -        | -             | -        | 8,725      
|                                        |            |             |          |               |          |            
|Stock-based compensation                | -          | 86,544      | -        | -             | -        | 86,544     
|                                        |            |             |          |               |          |            
|Issuance of consultant
			stock options | -          | 11,319      | -        | -             | -        | 11,319     
|                                        |            |             |          |               |          |            
|Net
			loss                             | -          | -           | -        | (1,156,787)   | -        | (1,156,787)
|Balance, December 31, 2008              | 36,200,203 | 13,942,408  | -        | (12,263,550)  | 24,580   | 1,703,438  
|                                        |            |             |          |               |          |            
|Private placement                       | 5,000,000  | 750,000     | -        | -             | -        | 750,000    
|                                        |            |             |          |               |          |            
|Exercise of stock options               | 317,500    | 31,750      | -        | -             | -        | 31,750     
|                                        |            |             |          |               |          |            
|Stock-based compensation                | -          | 63,677      | -        | -             | -        | 63,677     
|                                        |            |             |          |               |          |            
|Subscriptions received in
			advance    | -          | -           | 204,000  | -             | -        | 204,000    
|                                        |            |             |          |               |          |            
|Issuance of consultant
			stock options | -          | 11,319      | -        | -             | -        | 11,319     
|                                        |            |             |          |               |          |            
|Net
			loss                             | -          | -           | -        | (1,188,051)   | -        | (1,188,051)
|Balance, December 31, 2009              | 41,517,703 | $14,799,154 | $204,000 | $(13,451,601) | $ 24,580 | $1,576,133 

See
	accompanying notes to consolidated financial statements.

Page 24

BINGO.COM,
	LTD.

	and subsidiaries

Consolidated
	Statements of Cash Flows

|Years
			ended December 31,                                                    |  |   | 2009        |   | 2008       
|------------------------------------------------------------------------------ |  | - | ----------- | - | -----------
|Cash
			flows from operating activities:                                       |  |   |             |   |            
|Net
			loss                                                                    |  | $ | (1,188,051) | $ | (1,156,787)
|Adjustments to reconcile net loss to net cash used in
			operating activities: |  |   |             |   |            
|Depreciation and amortization                                                  |  |   | 73,122      |   | 58,133     
|Gain on settlement of debt                                                     |  |   | (45,069)    |   | (65,252)   
|Loss on disposal of equipment                                                  |  |   | 1,240       |   | 7,042      
|Stock-based compensation                                                       |  |   | 63,677      |   | 86,544     
|Issuance of consultant stock options                                           |  |   | 11,319      |   | 11,319     
|Profit from the sale of US players and related assets                          |  |   | (62,500)    |   | (63,000)   
|Changes in operating assets and liabilities:                                   |  |   |             |   |            
|Accounts receivable                                                            |  |   | (284)       |   | 99,947     
|Prepaid expenses                                                               |  |   | 50,880      |   | (197)      
|Other assets                                                                   |  |   | (26,217)    |   | (11,457)   
|Accounts payable and accrued liabilities                                       |  |   | 93,343      |   | 45,201     
|Provision for progressive jackpots                                             |  |   | 144,885     |   | 127,535    
|Players float                                                                  |  |   | 45,790      |   | (16,200)   
|Net
			cash used in operating activities                                       |  |   | (837,865)   |   | (877,172)  
|                                                                               |  |   |             |   |            
|Cash
			flows from investing activities:                                       |  |   |             |   |            
|Acquisition of equipment                                                       |  |   | (65,550)    |   | (127,147)  
|Proceeds from sale of US players and related assets                            |  |   | 62,500      |   | 63,000     
|Proceeds on disposal of equipment                                              |  |   | 414         |   | -          
|Net
			cash used in investing activities                                       |  |   | (2,636)     |   | (64,147)   
|                                                                               |  |   |             |   |            
|Cash
			flows from financing activities:                                       |  |   |             |   |            
|Exercise of stock options                                                      |  |   | 31,750      |   | 8,725      
|Private placement                                                              |  |   | 750,000     |   | 600,000    
|Subscriptions received in advance                                              |  |   | 204,000     |   | -          
|Net
			cash provided by financing activities                                   |  |   | 985,750     |   | 608,725    
|                                                                               |  |   |             |   |            
|Change
			in cash                                                              |  |   | 145,249     |   | (332,594)  
|                                                                               |  |   |             |   |            
|Cash,
			beginning of year                                                     |  |   | 412,002     |   | 744,596    
|Cash,
			end of year                                                           |  | $ | 557,251     | $ | 412,002    
|                                                                               |  |   |             |   |            
|Supplementary information:                                                     |  |   |             |   |            
|Interest paid                                                                  |  | $ | -           | $ | -          
|Income taxes paid                                                              |  | $ | 2,301       | $ | -          
|                                                                               |  |   |             |   |            
|Non-cash financing activity                                                    |  | $ | -           | $ | -          
|Non-cash investing activity                                                    |  | $ | -           | $ | -          

See accompanying notes to consolidated financial statements.

Page 25

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended
	December 31, 2009 and 2008


1.    Introduction:

Nature of business

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

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

Continuing operations

These
	consolidated financial statements have been prepared on the going concern
	basis, which presumes the realization of assets and the settlement of
	liabilities in the normal course of operations.  The application of the
	going concern basis is dependent upon the Company achieving profitable
	operations to generate sufficient cash flows to fund continued operations,
	or, in the absence of adequate cash flows from operations, obtaining
	additional financing.  The Company has reported losses from operations for
	the year ended December 31, 2009 and 2008, and has an accumulated deficit of
	$13,451,601 as at December 31, 2009.

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

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

Page 26

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended
	December 31, 2009 and 2008


2.         Summary of significant accounting policies:

(a)
	   
	Basis of
	presentation:

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

(b)
	  
	Use of
	estimates:

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

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

(c)
	  Revenue
	recognition:

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

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

(d)
	  Foreign
	currency:

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

Page 27

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended
	December 31, 2009 and 2008


2.     

	Summary of significant accounting policies (Continued):

(d)  Foreign
	currency: (Continued)

Non-monetary assets and liabilities are translated at the exchange rate on
	the original transaction date.

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

(e)   Cash and
	cash equivalents

Cash and cash equivalents include cash on
	hand and, on occasion, short term investments. The Company considers all
	highly liquid instruments purchased with a remaining maturity of less than
	three months at the time of purchase as cash equivalents. As at December 31,
	2009 and 2008, 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, 2009, was $nil (2008 - $nil). A provision
	for doubtful accounts in relation to the sale of US players (Note 3) of
	$774,550 (2008 - $837,050) has been allowed for in these financial
	statements.

(g)
	  Equipment:

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

Equipment and computers                      3 years

Furniture and fixtures                             5 years

Leasehold improvements                        duration of
	the lease

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

(h) 
	Advertising:

The Company expenses the cost of advertising in the period in which the
	advertising space or airtime is used.
	Advertising
	costs charged to selling and marketing expenses in 2009 totaled $201,999
	(2008 - $79,833).

Page 28

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended
	December 31, 2009 and 2008




2.   Summary of significant accounting policies (Continued):

(i) 
	Stock-based compensation:

Effective January 1, 2006, the Company adopted ASC 718, Compensation-Stock
	Compensation

	(previously

	SFAS No. 123(R), "Share-Based Payment" ("SFAS 123(R)")). ASC 718 requires
	that all stock-based compensation be recognized 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:

|                                   |  | 2009          |  | 2008         
|---------------------------------- |  | ------------- |  | -------------
|Expected
			dividend yield         |  | -             |  | -            
|Expected stock
			price volatility |  | 25 -
			81%   |  | 25 -
			81%  
|Weighted
			average volatility     |  | 63%           |  | 60%          
|Risk-free
			interest rate         |  | 2.82 - 4.52%  |  | 3.36 - 4.52% 
|Expected life
			of options        |  | 2.5 - 5 years |  | 2.5 - 5 years
|Forfeiture
			rate                 |  | 7%            |  | -            

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

The Company
	accounts for long-lived assets in accordance with the provisions of ASC 360,
	Property, Plant and Equipment (previously SFAS No. 144 "Accounting for the
	Impairment or Disposal of Long-Lived Assets") and ASC 350,
	Intangibles-Goodwill and Others (previously SFAS No. 142 "Accounting for
	Goodwill and Other Intangible Assets"). During the years presented, the only
	long-lived assets reported on the Company's consolidated balance sheet are
	equipment, and domain name rights.  These provisions require that long-lived
	assets and certain identifiable recorded intangibles be reviewed for
	impairment whenever events or changes in circumstances indicate that the
	carrying amount of an asset may not be recoverable.  Recoverability of
	assets to be held and used is measured by a comparison of the carrying
	amount of an asset to future net cash flows expected to be generated by the
	asset.

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

(k)  Income
	taxes:

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

Page 29

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended
	December 31, 2009 and 2008




2.   Summary
	of significant accounting policies (Continued):

(k)  Income
	taxes: (Continued)

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

(l)     Net (loss) income per share:

ASC 260,
	"Earnings Per Share" (previously Statement of Financial Accounting Standards
	No. 128, "Earnings per Share"), requires presentation of basic earnings per
	share ("Basic EPS") and diluted earnings per share ("Diluted EPS"). Basic
	earnings (loss) per share is computed by dividing earnings (loss) available
	to common stockholders by the weighted average number of common shares
	outstanding during the period. Diluted earnings per share reflects the
	potential dilution, using the treasury stock method, that could occur if
	outstanding options or warrants were exercised and converted into common
	stock. In computing diluted earnings per share, the treasury stock method
	assumes that outstanding options and warrants are exercised and the proceeds
	are used to purchase common stock at the average market price during the
	period.

Options and
	warrants will have a dilutive effect under the treasury stock method only
	when the average market price of the common stock during the period exceeds
	the exercise price of the options and warrants. In periods where losses are
	reported, the weighted average number of common shares outstanding excludes
	common stock equivalents because their inclusion would be anti-dilutive.

The earnings
	per share data for the year ended December 31, 2009 and 2008 are summarized
	as follows:

|                                                                                      |   | 2009        |   | 2008       
|------------------------------------------------------------------------------------- | - | ----------- | - | -----------
|Net loss for
			the year - as reported                                                | $ | (1,188,051) | $ | (1,156,787)
|                                                                                      |   |             |   |            
|Basic earnings per
			share weighted average number			of
			common shares outstanding |   | 40,494,148  |   | 35,092,369 
|                                                                                      |   |             |   |            
|Effect of
			dilutive securities                                                      |   |             |   |            
|Stock
			Options                                                                      |   | -           |   | -          
|                                                                                      |   |             |   |            
|Diluted
			earnings per share weighted average number of common shares
			outstanding |   | 40,494,148  |   | 35,092,369 

Page 30

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended
	December 31, 2009 and 2008


2.   Summary of
	significant accounting policies (Continued):

(m) 
	Domain name and intangible assets:

The Company has capitalized the cost of the purchase of the domain name
	Bingo.com and was amortizing the cost over five years from the date of
	commencement of operations.
	In 2002, the
	Company suspended the amortization of the domain name cost in accordance
	with ASC 350, where companies are no longer required to amortize indefinite
	life assets but instead test the indefinite intangible asset for impairment
	at least annually. The capitalized
	amount is based on the net present value of the minimum payments permitted
	under the terms of the purchase agreement. 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. The
	Company capitalized the cost of the email list as an intangible asset and is
	amortizing the cost over the life of the contract (five years). This was
	fully amortized in the year ended December 31, 2008.

(n)  New
	accounting pronouncements:

In June 2009, the FASB approved ASU 2009-01 or Statement of Financial
	Accounting Standards No. 168 now ASC 105, The FASB Accounting Standards
	Codification and the Hierarchy of Generally Accepted Accounting Principles,
	the FASB Accounting Standards Codification (the "ASC") as the single source
	of authoritative nongovernmental generally accepted accounting principles
	("GAAP"). All existing accounting standard documents, such as FASB, American
	Institute of Certified Public Accountants, Emerging Issues Task Force and
	other related literature, excluding guidance from the Securities and
	Exchange Commission ("SEC"), have been superseded by the ASC. All other
	non-grandfathered, non-SEC accounting literature not included in the ASC has
	become nonauthoritative. The ASC did not change GAAP, but instead introduced
	a new structure that combines all authoritative standards into a
	comprehensive, topically organized online database. The ASC is effective for
	interim or annual periods ending after September 15, 2009, and impacts the
	Company's financial statements as all future references to authoritative
	accounting literature will be referenced in accordance with the ASC. There
	have been no changes to the content of the Company's financial statements or
	disclosures as a result of implementing the ASC during the year ended
	December 31, 2009.

In December
	2007 the FASB issued Statement ASC 805 (Previously No. 141(R)) "Business
	Combinations" ("ASC 805"). ASC 805 requires the acquiring entity in a
	business combination to recognize the full fair value of assets acquired and
	liabilities assumed in the transaction (whether a full or partial
	acquisition); establishes the acquisition-date fair value as the measurement
	objective for all assets acquired and liabilities assumed; requires
	expensing of most transaction and restructuring costs; and requires the
	acquirer to disclose to investors and other users all of the information
	needed to evaluate and understand the

Page 31

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended
	December 31, 2009 and 2008


2.   Summary of
	significant accounting policies (Continued):

(n)  New
	accounting pronouncements: (Continued)

nature and
	financial effect of the business combination. ASC 805 applies prospectively
	to business combinations for which the acquisition date is on or after
	January 1, 2009. The impact of ASC 805 on the consolidated financial
	statements will depend upon the nature, terms and size of the acquisitions
	we consummate after the effective date.

In December
	2007, the FASB issued ASC 810 "Consolidation" (previously SFAS No. 160.
	"Noncontrolling Interests in Consolidated Financial Statements-an Amendment
	of ARB No. 51") ("ASC 810"). ASC 810 establishes accounting and reporting
	standards pertaining to ownership interests in subsidiaries held by parties
	other than the parent, the amount of net income attributable to the parent
	and to the noncontrolling interest, changes in a parent's ownership
	interest, and the valuation of any retained noncontrolling equity investment
	when a subsidiary is deconsolidated. This statement also establishes
	disclosure requirements that clearly identify and distinguish between the
	interests of the parent and the interests of the noncontrolling owners. ASC
	810 is effective for fiscal years beginning on or after December 15, 2008.
	The adoption of this standard has had no impact on these financial
	statements.

In March 2008,
	the FASB issued ASC 815 (Previously SFAS No. 161), "Disclosures about
	Derivative Instruments and Hedging Activities" ("ASC 815"). ASC 815 requires
	qualitative, quantitative, and credit-risk disclosures. ASC 815 requires
	enhanced disclosures about an entity's derivative and hedging activity.
	Entities are required to provide enhanced disclosures about how and why they
	use derivative instruments, how derivative instruments and related hedged
	items are accounted for and how derivative instruments and related hedged
	items affect an entity's financial position, financial performance and cash
	flows. ASC 815 is effective for fiscal years and interim periods beginning
	after November 15, 2008. The adoption of this standard has had no impact on
	these financial statements.

In April 2008,
	the FASB issued ASC 350 - Intangibles-Goodwill and Other (previously FSP FAS
	142-3, Determination of the Useful Life of Intangible Assets or FSP FAS
	142-3). ASC 350 amends the factors that should be considered in developing
	renewal or extension assumptions used to determine the useful life of a
	recognized intangible asset. The intent of the position is to improve the
	consistency between the useful life of a recognized intangible asset and the
	period of expected cash flows used to measure the fair value of the
	intangible asset. We do not believe that implementation of this standard
	will have a material impact on our consolidated financial position, results
	of operations or cash flows.

In April 2009, the FASB issued ASC 320-10-65, formerly FASB Staff Position
	FAS 115-2, FAS 124-2 and EITF 99-20-2, "Recognition and Presentation of
	Other-Than-Temporary Impairments" ("FSP 115-2"). This accounting standard
	provides guidance related to determining the amount of an
	other-than-temporary impairment (OTTI) of debt securities and prescribes the
	method to be used to present information about an OTTI in the financial
	statements.  It is effective for all interim and annual periods ending after
	June 15, 2009. The

Page 32

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended
	December 31, 2009 and 2008


2.   Summary of
	significant accounting policies (Continued):

(n)  New
	accounting pronouncements: (Continued)

adoption of FSP 115-2 did not have a material effect on the Company's
	results of operations, financial position, and cash flows.

In April 2009, the FASB issued ASC 825-10-65, formerly FASB Staff Position
	FAS 107-1 and APB 28-1, "Interim Disclosures about Fair Value of Financial
	Instruments" ("FSP 107-1"), which increases the frequency of fair value
	disclosures to a quarterly basis instead of an annual basis. The guidance
	relates to fair value disclosures for any financial instruments that are not
	currently reflected on the balance sheet at fair value. This ASC is
	effective for interim and annual periods ending after June 15, 2009. The
	adoption did not have a material effect on the Company's results of
	operations, financial position, and cash flows.

In June 2009, the FASB issued ASC 810 (previously SFAS No. 167, Amendments
	to FASB Interpretation No. 46(R)) ("ASC 810"),
		which revised the consolidation guidance for variable interest entities. The
	amendments include: (1) the elimination of the exemption for
	qualifying special purpose entities, (2)
	a new approach for determining who should consolidate a variable-interest
	entity, and (3) changes to when it is necessary to reassess who should
	consolidate a variable-interest entity. ASC 810 is effective for the first
	annual reporting period beginning after November 15, 2009 and for interim
	periods within that first annual reporting period. The Company will adopt
	FASB ASC 810 in fiscal 2010 and the adoption of this standard is not
	expected to have a material impact on our financial statements.

In June 2009, the Financial Accounting Standards Board ("FASB") issued ASC
	855 "Subsequent Events". ASC 855 establishes general standards of accounting
	for and disclosure of events that occur after the balance sheet date but
	before financial statements are issued or are available to be issued.
	Specifically, this standard sets forth the period after the balance sheet
	date during which management of a reporting entity should evaluate events or
	transactions that may occur for potential recognition occurring after the
	balance sheet date in its financial statements, and the disclosures that an
	entity should make about events or transactions that occurred after the
	balance sheet date. ASC 855 applies to both interim financial statements and
	annual financial statements. ASC 855 is effective for interim or annual
	financial periods ending after June 15, 2009. We believe ASC 855 does not
	have a material impact on our financial statements.

In August 2009, the FASB issued ASU 2009-05, Fair Value Measurements and
	Disclosures (Topic 820). The purpose of this ASU is to clarify that in
	circumstances in which a quoted price in an active market for the identical
	liability is not available, a reporting entity is required to measure fair
	value using a valuation technique that uses either the quoted price of the
	identical liability when traded as an asset or quoted prices for similar
	liabilities or similar liabilities when traded as assets. This guidance is
	effective upon issuance. This ASU had no impact on the Company's financial
	statements.

Page 33

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended
	December 31, 2009 and 2008




2.   Summary of
	significant accounting policies (Continued):

(n)  New
	accounting pronouncements: (Continued)

In September 2009, the FASB issued authoritative guidance regarding
	multiple-deliverable revenue arrangements.  This guidance addresses how to
	separate deliverables and how to measure and allocate consideration to one
	or more units of accounting.  Specifically, the guidance requires that
	consideration be allocated among multiple deliverables based on relative
	selling prices. The guidance establishes a selling price hierarchy of (1)
	vendor-specific objective evidence, (2) third-party evidence and (3)
	estimated selling price.  This guidance is effective for annual periods
	beginning after June 15, 2010 but may be early adopted as of the beginning
	of an annual period.  The Company is currently evaluating the effect that
	this guidance will have on consolidated financial position and results of
	operations.

In January 2010, the FASB issued ASU 2010-06, "Improving Disclosures about
	Fair Value Measurements," which amends ASC 820, "Fair Value Measures and
	Disclosures." ASU 2010-06 requires disclosure of transfers into and out of
	Level 1 and Level 2 fair value measurements, and also requires more detailed
	disclosure about the activity within Level 3 fair value measurements. The
	changes to the ASC as a result of this update are effective for annual and
	interim reporting periods beginning after December 15, 2009 (January 1, 2010
	for the Company), except for requirements related to Level 3 disclosures,
	which are effective for annual and interim reporting periods beginning after
	December 15, 2010 (January 1, 2011 for the Company). This guidance requires
	new disclosures only, and will have no impact on our consolidated financial
	statements.

(o) 
	Financial instruments:

(i)  Fair
	values:

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

In general,
	fair values determined by Level 1 inputs utilize quoted prices (unadjusted)
	in active markets for identical assets. 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.

Page 34

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended
	December 31, 2009 and 2008


2.   Summary of
	significant accounting policies (Continued):

(p) 
	Reclassification

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

3.   Sale of US players and related assets:

Effective
	October 12, 2006, the Company, in response to the United States Unlawful
	Internet Gambling Enforcement Act, sold its United States players and
	related assets for $1,200,050, payable by the arms-length purchaser at a
	variable rate over the subsequent months. There is no set period for
	repayment and is interest free. The Company has fully provided for the
	outstanding amount due.  The Company will recognize the profit from the sale
	of these assets as and when payment is received. During the year ended
	December 31, 2009, the Company collected $62,500 (2008 - $63,000) in payment
	for these assets.

|                                       |   | Amount  
|-------------------------------------- | - | --------
|Balance
			December 31, 2007           | $ | 900,050 
|                                       |   |         
|Payments received                      |   | (63,000)
|                                       |   |         
|Balance
			remaining December 31, 2008 |   | 837,050 
|                                       |   |         
|Payments received                      |   | (62,500)
|                                       |   |         
|Balance
			remaining December 31, 2009 | $ | 774,550 

4.    Accounts Receivable:

The accounts receivable as at December 31, 2009, is summarized as follows:

|                                                |   | 2009      |   | 2008     
|----------------------------------------------- | - | --------- | - | ---------
|Accounts
			receivable                          | $ | 818,073   | $ | 880,289  
|                                                |   |           |   |          
|Provision for
			doubtful accounts              |   | -         |   | -        
|                                                |   |           |   |          
|Provision for
			the sale of US Player (Note 3) |   | (774,550) |   | (837,050)
|                                                |   |           |   |          
|Net accounts
			receivable                      | $ | 43,523    | $ | 43,239   

5.  
	Equipment:

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

Page 35

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended
	December 31, 2009 and 2008


5.  
	Equipment: (Continued)

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

Depreciation expense was $73,122 (2008 - $58,133) for the year ended
	December 31, 2009.

6.  Domain
	name rights and intangible asset:

The rights to use the domain name bingo.com were acquired in January of 1999
	for a cash payment of $200,000 and the issuance of 500,000 shares of common
	stock of the Company at a value of $2.00 per share. The agreement was signed
	with Bingo, Inc., an unrelated party at the date of signing of the
	agreement. Under the terms of the agreement, the Company is required to make
	quarterly domain name purchase payments to the vendor based on 4% of annual
	gross revenue (as defined in the agreement), with total minimum payments of
	$1,100,000 in the first three years, including the initial cash payment,
	required over
	the 99 year
	period ended December 31, 2098. These minimum payment commitments were
	completed on June 30, 2002. During the year ended December 31, 2002, the
	agreement was amended so that the remaining domain name purchase
	payments to the vendor are made monthly,
	based on 4% of the preceding month's gross revenue. During the year ended
	December 31, 2009, expense payments of $235,261 (2008 - $225,983) were paid
	in accordance with the amended agreement.

Domain name rights have been capitalized on the balance sheet based on the
	present value of the future minimum royalty payments.
	In 2002, the
	Company suspended the amortization of the domain name in accordance with ASC
	350, Intangibles-Goodwill and Others (previously SFAS No. 142), where
	companies are no longer permitted to amortize indefinite life intangible
	assets. The intangible asset consists of an email list of Games, Inc. The
	Company capitalized the cost of the legal settlement with Roger Ach, the
	Lottery Channel Inc. and Games, Inc., whereby the Company will receive free
	advertising on the Lottery Channel Inc. and Games, Inc. websites for a
	period of five years.  This agreement expired during the year ended December
	31, 2008.

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



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

Amortization expense was $nil (2008 - $7,827) for the year ended
	December 31, 2009.

Page 36

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended
	December 31, 2009 and 2008


7.  
	Stockholders' equity:

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

(a)  Common
	stock issuances:

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

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

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

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

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

(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, 2009, there were a total of nil stock options (2008 - 986,500)
	outstanding. During the year ended December 31, 2009, there were 150,000
	options exercised at $0.10 per option and 836,500 options expired
	unexercised.

(ii) 2001
	stock option plan:

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

Page 37

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended
	December 31, 2009 and 2008


7.   Stockholders'
	equity: (Continued)

(b)  Stock
	option plans: (Continued)

As at December
	31, 2009, there were a total of 3,769,700 stock options (2008 - 3,850,700
	stock options) issued, of which 1,934,700 (2008 - 1,767,200) had been
	exercised as at December 31, 2009. During the year ended December 31, 2009,
	167,500 (2008 - 174,500) stock options were exercised at $0.10 per option
	and 1,106,000 (2008 - 175,300) stock options expired unexercised. Therefore
	as at December 31, 2009, there were 1,835,000 (2008 - 2,083,500) stock
	options outstanding at exercise prices ranging from $0.17 to $0.33 per
	share.

Of the options
	outstanding at December 31, 2009, a total of 1,685,000 (2008 - 1,933,500)
	were issued where 10% vests at the grant date, 15% one year following the
	grant date and 2% per month starting 13 months after the grant date.  A
	total of 547,150 (2008 - 1,502,000) of these common stock purchase options
	had vested at December 31, 2009.

(iii) 2005
	stock option plan:

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

As at December
	31, 2009, there were a total of 1,883,442 (2008 - 1,925,942) stock options
	outstanding at an exercise prices ranging between $0.27 and $0.91 per share.
	During the year ended December 31, 2009, 42,500 (2008 - 60,000) stock
	options expired unexercised.

Of the options
	outstanding at December 31, 2009, a total of 1,546,250 (2008 - 1,588,750)
	were issued where 10% vests at the grant date, 15% one year following the
	grant date and 2% per month starting 13 months after the grant date.  A
	total of 1,570,942 (2008 - 1,246,792) of these common stock purchase options
	had vested at December 31, 2009.

Page 38

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended
	December 31, 2009 and 2008


7.   Stockholders'
	equity: (Continued)

A summary of
	stock option activity for the stock option plans for the years ended
	December 31, 2009 and 2008 are as follows:

|                               |  | Number of
			shares |   | Weighted
			average exercise price
|------------------------------ |  | ------------------- | - | ----------------------------------
|Outstanding, December 31, 2007 |  | 4,610,742           | $ | 0.28                              
|                               |  |                     |   |                                   
|Granted                        |  | 795,000             |   | 0.31                              
|Exercised                      |  | (174,500)           |   | 0.05                              
|Expired                        |  | (235,300)           |   | 0.14                              
|                               |  |                     |   |                                   
|Outstanding, December 31, 2008 |  | 4,995,942           |   | 0.30                              
|                               |  |                     |   |                                   
|Granted                        |  | 1,025,000           |   | 0.17                              
|Exercised                      |  | (317,500)           |   | 0.10                              
|Expired                        |  | (1,985,000)         |   | 0.13                              
|                               |  |                     |   |                                   
|Outstanding, December 31, 2009 |  | 3,718,442           | $ | 0.38                              

The aggregate
	intrinsic value for options as of December 31, 2009 was $nil (2008 - $nil)

(b) Stock
	option plans: (Continued)

The following
	table summarizes information concerning outstanding and exercisable stock
	options at December 31, 2009:

|Range of exercise
			prices per share | Number outstanding | Number exercisable | Expiry date
|------------------------------------- | ------------------ | ------------------ | -----------
|                                      | $        0.60      | 753,750            | 753,750    
|                                      | 0.91               | 62,192             | 62,192     
|                                      | 0.91               | 277,500            | 238,650    
|                                      | 0.27               | 580,000            | 446,700    
|                                      | 0.33               | 275,000            | 213,000    
|                                      | 0.30               | 25,000             | 13,250     
|                                      | 0.31               | 745,000            | 290,550    
|                                      | 0.17               | 1,000,000          | 100,000    
|                                      |                    | 3,718,442          | 2,118,092  

During the years ended December 31, 2009, the Company recorded stock based
	compensation expense of $63,677 (2008 - $86,544) relating to the issuance of
	common stock purchase options to certain employees, officers, and directors
	of the Company in accordance with ASC 718, Compensation-Stock Compensation
	(previously FASB 123R). The stock options had a weighted average fair value
	of $0.13 (2008 - $0.16) per option.

(c) Warrants:

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

Page 39

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended
	December 31, 2009 and 2008


8.  
	Commitments:

The Company
	leases office facilities in Vancouver, British Columbia, Canada; The Valley,
	Anguilla, British West Indies;
	and London,
	United Kingdom. These office facilities are leased under operating lease
	agreements. The Canadian operating lease agreement expires on September 30,
	2010. The Anguillian operating lease expires on September 30, 2010. The
	United Kingdom lease, is leased from a company owned by a current director
	and officer of the Company. This lease is for 30 days and is automatically
	renewed with a 30-day notice period.

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

|     |   |       
|---- | - | ------
|2010 | $ | 61,236
|2011 |   | -     
|2012 |   | -     
|     |   |       

The Company paid rent expense totaling $94,611 for the year ended December
	31, 2009 (2008 - $101,328).

The Company has a management consulting
	agreement with T.M. Williams (Row), Inc., an Anguilla incorporated company
	and Mr. Williams dated August 20, 2001, (the "Williams Agreement"), amended
	February 28, 2002, in connection with the provision of services by Mr.
	Williams as President and Chief Executive Officer of the Company. The
	agreement was renewed for a further one year period on August 1, 2009, on
	substantially the same terms and conditions, whereby the Company will pay to
	T.M. Williams (Row), Ltd., 10% of the operating profit of the Company, as
	defined in the amendment, to a maximum of $25,000 per month, in arrears.

9.   Income taxes:

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

|                                                                                    |   | 2009      |   | 2008     
|----------------------------------------------------------------------------------- | - | --------- | - | ---------
|Computed
			"expected" tax benefit                                                  | $ | 398,784   | $ | 393,307  
|Reduction in
			income taxes resulting from income taxes in other tax jurisdictions |   | (379,516) |   | (408,818)
|Other                                                                               |   | (876)     |   | (1,312)  
|Expiration of
			tax asset                                                          |   | (122,524) |   | (229,456)
|Change in
			taxation rates in other jurisdictions                                  |   | -         |   | (190,116)
|Change in
			exchange rates                                                         |   | (23,771)  |   | (42,398) 
|Change in
			valuation allowance                                                    |   | 112,749   |   | 478,793  
|                                                                                    | $ | (15,154)  | $ | -        

Page 40

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended
	December 31, 2009 and 2008


9.   Income taxes:
	(Continued)

The tax
	effects of temporary differences that give rise to significant portions of
	the deferred tax assets and deferred tax liabilities at December 31, 2009
	and 2008 are presented below:

|                                  |   | 2009    |   | 2008   
|--------------------------------- | - | ------- | - | -------
|Deferred tax assets:              |   |         |   |        
|Net operating loss carry forwards | $ | 148,023 | $ | 275,926
|                                  |   |         |   |        
|Valuation Allowance               |   | 148,023 |   | 275,926
|                                  | $ | -       | $ | -      

The valuation
	allowance for deferred tax assets as of December 31, 2009 and 2008, was
	$148,023 and $275,926, respectively.  The net change in the total valuation
	allowance for the years ended December 31, 2009 and 2008, was a decrease of
	$127,903 and $478,793 respectively.

In assessing
	the realizability of deferred tax assets, management considers whether it is
	more likely than not that some portion or all of the deferred tax assets
	will not be realized. The ultimate realization of deferred tax assets is
	dependent upon the generation of future taxable income during the periods in
	which those differences become deductible.

Management
	considers the scheduled reversal of deferred tax liabilities, projected
	future taxable income, and tax planning strategies in assessing the
	realizability of deferred tax assets.

During the
	year ended December 31, 2009, $471,245 (2008 - $882,524) of these net
	operating loss carryforwards expired in Canada.

10. Related
	party transactions:

The Company has a liability for $2,897 (2008 - $3,582) to a company owned by
	a current director and officer of the Company for payment of services
	rendered and expenses incurred by a current director and officer of the
	Company.

The Company has a liability of $1,616 (2008 - $1,771), to a director and
	officer of the Company for payment of services rendered and expenses
	incurred by the director and officer of the Company.

Payments made to Bingo, Inc. in relation to the domain name purchase payment
	totaled $235,261 during the year ended December 31, 2009 (2008 - $225,983).
	As at December 31, 2009, the Company has a liability of $61,805 (2008 -
	$16,883) to Bingo, Inc.

The Company
	has a liability of $3,000 (December 31, 2008 - $nil), to independent
	directors of the Company for payment of services rendered.

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

Page 41

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended
	December 31, 2009 and 2008


11. Segmented
	information:

The Company operates in one reportable
	business segment, the business of providing games and entertainment based on
	the game of bingo through its Internet portal, bingo.com, supported mainly
	by the revenue generated from the deposits received for the games for money
	and selling advertising on the website.  The revenue for the year ended
	December 31, 2009 and 2008, has been derived primarily from the revenue
	generated from the deposits received for the games for money.

Equipment

The Company's equipment is located as
	follows:

|Net Book Value                |   | 2009    |   | 2008   
|----------------------------- | - | ------- | - | -------
|                              |   |         |   |        
|Canada                        | $ | 58,937  | $ | 75,116 
|Curacao, Netherlands Antilles |   | 25,031  |   | 37,547 
|Malta                         |   | 106,173 |   | 86,704 
|                              | $ | 190,141 | $ | 199,367

12. Concentrations:

Major customers

For the year ended December 31, 2009, there
	was no single player on the gaming site who had wagered more than 10% of the
	total gaming revenue. The Company is reliant on various payment processors
	who process funds players have wagered on the gaming site. For the year
	ended December 31, 2009, there was one major processor, Royal Bank of
	Scotland receiving 96% (2008 - 92%) of the total funds processed during the
	year ended December 31, 2009.

During the year ended December 31, 2009 and
	2008, the Company offered limited advertising. Therefore there were no
	advertising sales representing more than 10% of the total sales.

13.
	Concentrations of credit risk:

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

The Company currently maintains a
	substantial portion of its day-to-day operating cash balances at financial
	institutions.  At December 31, 2009, the Company had total cash balances of
	$557,251 (2008 - $412,002) at financial institutions, where $91,023 (2008 -
	$106,262) is in excess of federally insured limit.

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

Page 42

BINGO.COM,
  LTD. and subsidiaries

Notes to
	Consolidated Financial Statements

Years ended
	December 31, 2009 and 2008


13.
	Concentrations of credit risk: (Continued)

As of December 31, 2009, the Company had
	four customers, totaling $11,136, $5,951, $4,805 and $4,629 who accounted
	for greater than 10% of the total accounts receivable. As of December 31,
	2008, the Company had two customers, totaling $23,232 and $4,429 who
	accounted for greater than 10% of the total accounts receivable.

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

14.
	Contingent liabilities:

The Company has a contingent liability
	of $2,417,207 (2008 - $795,163) for player bonus balances. The Company
	implements various bonus schemes whereby players are credited with a bonus
	upon the satisfaction of a number of conditions such as initial signup,
	deposit bonus, chat games, reactivation of old accounts and other terms that
	are purely promotional based.  These bonuses are not considered to be part
	of the players' winnings and are never withdrawable. However, this bonus
	maybe wagered, subject to existing terms and conditions and potentially
	winnings made on the wager of these bonuses are withdrawable.

15.
	Subsequent event:

Subsequent to the year ended December 31,
	2009, the Company entered into a formal agreement to join the Unibet partner
	program as a network operator of their multi-language and multi-currency
	bingo and casino systems.  Bingo.com players will be combined with the
	gaming liquidity on Unibet's popular Mariabingo.com and Bingo.se websites.

Page 43

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

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

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

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

ITEM 9A.  CONTROLS AND PROCEDURES

(a)        Management's responsibility

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

(b)        Evaluation of disclosure controls and
procedures.

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

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

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

Page 44

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

Our management assessed the effectiveness of the
Company's internal control over financial reporting as of December 31, 2009. In
making this assessment, it used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission ("COSO") in Internal
Control-Integrated Framework. Based on our assessment, we believe that, as of
December 31, 2009, the Company's internal control over financial reporting is
effective based on those criteria.

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

(c)       Changes in internal controls.

There were no significant changes in our
internal controls or other factors that could significantly affect our internal
controls during the year ended December 31, 2009, and to the date of filing this
annual report.

ITEM 9B
- OTHER INFORMATION

None

Page 45

PART III

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE
GOVERNANCE

DIRECTORS AND EXECUTIVE OFFICERS

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

|Name           | Age | Position                                                                       | Audit Committee | Governance Committee | Compensation Committee
|-------------- | --- | ------------------------------------------------------------------------------ | --------------- | -------------------- | ----------------------
|T. M. Williams | 69  | President and Chief Executive Officer
		and Chairman of our Board of Directors | X               |                      |                       
|J. M. Williams | 34  | Vice-President, Business Development                                           |                 | X                    | X                     
|C. M. Devereux | 46  | Vice-President, Corporate Affairs                                              |                 | X*                   | X                     
|G. Whitton     | 73  | Non Executive Director                                                         | X*              | X                    |                       
|F. Curtis      | 45  | Non Executive Director                                                         | X               |                      | X*                    
|H. W. Bromley  | 40  | Chief Financial Officer                                                        |                 |                      |                       

X* - Chairman of Committee

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

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

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

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

Page 46

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

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

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

COMPOSITION OF OUR BOARD OF DIRECTORS

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

COMMITTEES OF OUR BOARD OF DIRECTORS

We currently have three committees of our Board of Directors.

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

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

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

BOARD OF DIRECTORS MEETINGS

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

Page 47

CODE OF ETHICS

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

DIRECTOR COMPENSATION

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, 2009, the Non Executive Directors received
compensation of $6,000 (Fiscal 2008 - $nil). 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.

ITEM 11.  EXECUTIVE COMPENSATION

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

Page 48

SUMMARY
COMPENSATION TABLE

|                            |      | Annual Compensation | Long-term
		Compensation |                            
|--------------------------- | ---- | ------------------- | ------------------------ | ---------------------------
|Name and Principal Position | Year | Fees                | Bonus                    | Other Annual
		Compensation
|                            |      | $                   | $                        | $                          
|T.M. Williams -             | 2009 | -                   | -                        | -                          
|President and               | 2008 | -                   | -                        | -                          
|CEO (1)                     | 2007 | -                   | -                        | -                          
|J. M. Williams              | 2009 | 122,622             | -                        | -                          
|                            | 2008 | 134,101             | -                        | -                          
|                            | 2007 | 123,788             | -                        | -                          
|C. M. Devereux              | 2009 | 122,622             | -                        | -                          
|                            | 2008 | 134,101             | -                        | -                          
|                            | 2007 | 123,788             | -                        | -                          
|H. W. Bromley               | 2009 | 122,622             | -                        | -                          
|                            | 2008 | 134,101             | -                        | -                          
|                            | 2007 | 123,788             | -                        | -                          

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

OPTION GRANTS IN THE LAST FISCAL YEAR

During the fiscal year ended December 31, 2009, we granted to Mr. T. M.
Williams, Mr. J. M. Williams, Mr. C. M. Devereux and Mr. H. W. Bromley stock
options to purchase a total of 100,000 shares each of our common stock at an
exercise price of $0.17 per share until June 19, 2014. During the fiscal year
ended December 31, 2009, we granted to Mr. G. Whitton and Ms. F. Curtis stock
options to purchase a total of 55,000 shares each of our common stock at an
exercise price of $0.17 per share until June 19, 2014. During the year ended
December 31, 2009, 205,000 stock options were exercised by our executive
officers and 1,073,500 stock options held by our executive officers expired
unexercised.

STOCK OPTION PLANS

Our 1999 Stock Option Plan has a total of 1,895,000 shares of our common stock
reserved for issuance upon exercises of options under the plan. As at December
31, 2009, there were nil options outstanding. Options to purchase 1,637,000
shares remained available for future grant under the 1999 Stock Option Plan.

Our 2001 Stock Option Plan has a total of 5,424,726 shares of our common stock
reserved for issuance upon exercises of options under the plan. As at December
31, 2009, there were a total of 3,769,700 stock options with exercise prices
ranging from $0.17 to $0.33 per share issued, of which 1,934,700 options have
been exercised in total as at December 31, 2009. As at December 31, 2009, there
were a total 1,835,000 options outstanding at exercise prices ranging from $0.17
to $0.33 per share. Options to purchase 1,655,026 shares remained available for
future grant under the 2001 Stock Option Plan as at December 31, 2009.

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, 2009, there

Page 49

were a total of 1,889,692
stock options with exercise prices ranging from $0.27 to $0.91 per share issued,
of which 6,250 options have been exercised in total as at December 31, 2009. As
at December 31, 2009, there were a total of 1,883,442 stock options outstanding
at an exercise price ranging between $0.27 and $0.91 per share. Options to
purchase 110,308 shares remained available for future grant under the 2005 Stock
Option Plan as at December 31, 2009.

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

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

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

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

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

Page 50

combined voting power
of the Company or any of our parent or subsidiary corporations).  Where the
award agreement permits the exercise of an option for a period of time following
the recipient's termination of service with us, disability or death, that option
will terminate to the extent not exercised or purchased on the last day of the
specified period or the last day of the original term of the option, whichever
occurs first.

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

EMPLOYMENT ARRANGEMENTS

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

The term of the amended Williams Agreement is for a period of one year, unless
terminated sooner by any of the parties under the terms and conditions contained
in the amended Williams Agreement. If the amended Williams Agreement is not
terminated by any of the parties, the term may be renewed for a further one year
period at the option of T.M. Williams (Row), Ltd., on substantially the same
terms and conditions, by giving three months notice in writing to the Company.
The agreement was renewed for a further one year period on August 1, 2008, on
substantially the same terms and conditions. We will pay to T.M. Williams (Row),
Ltd., 10% of the operating profit of the Company, as defined in the amendment,
to a maximum of $25,000 per month, in arrears, during the duration of the
amended Williams Agreement, as consideration for the provision of the services
of Mr. Williams as President and Chief Executive Officer of the Company.

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

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information known to us with respect to
beneficial ownership of our common stock as of March 30, 2010, by:

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

-     each of our
directors;

-     each of the Named
Executive Officers; and

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

In general, a person is deemed to be a "beneficial owner" of a security if that
person has or shares the power to vote or direct the voting of such security, or
the power to dispose or direct the disposition of such security. In computing
the number of shares beneficially owned by a person and the percentage ownership
of that person, shares of common stock subject to options or debentures held by
that person that are currently exercisable or convertible or exercisable or
convertible within 60 days of March 30, 2010,
are deemed outstanding.

Percentage of beneficial ownership is based upon 42,877,703shares of
common stock outstanding at March 30, 2010.
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.

Page 51

|Name and Address of Beneficial Owner                                                                                     | Number of Shares Beneficially Owned |     | Percent of Class
|------------------------------------------------------------------------------------------------------------------------ | ----------------------------------- | --- | ----------------
|T. M. Williams
		#7 North Side Apartments
		Brimingin Drive
		The Valley, TV1 02P
		Anguilla, B. W. I.                   | 3,437,558                           | (1) | 7%              
|                                                                                                                         |                                     |     |                 
|J. M. Williams
		17 Bridgewater House
		6-9 Bridgewater Square
		London, EC2Y 8AG
		United Kingdom                       | 708,200                             | (2) | 1%              
|                                                                                                                         |                                     |     |                 
|C. M. Devereux
		10 - 3036 West 4th Avenue
		Vancouver, BC, V6K 1R4
		Canada                                             | 604,500                             | (3) | 1%              
|                                                                                                                         |                                     |     |                 
|H. W. Bromley
		3851 Edgemont Boulevard
		North Vancouver BC, V7R 2P9
		Canada                                           | 825,000                             | (4) | 2%              
|                                                                                                                         |                                     |     |                 
|All directors and Named Executive
		Officers as a group (4 persons)                                                      | 5,556,758                           |     | 12%             
|                                                                                                                         |                                     |     |                 
|Bingo, Inc.
		P.O. Box 727, Landsome Road
		The Valley,
		Anguilla, B.W.I.                                               | 12,896,831                          | (5) | 29%             
|                                                                                                                         |                                     |     |                 
|Praetorian Capital Management LLC
		119 Washington Avenue, Suite 600
		Miami Beach, FL  33139
		United States of America | 8,675,999                           | (6) | 19%             
|                                                                                                                         |                                     |     |                 
|G. R. Williams
		Ballacarrick,
		Pooilvaaish Road, Castletown
		1M9 4PJ, Isle of Man                                     | 4,287,000                           | (7) | 9%              

(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 $0.60
per share, 25,000 shares of common stock that may be issued upon the exercise of
25,000 stock purchase options with an exercise price of $0.91 per share,100,000
shares of common stock that may be issued upon the exercise of 100,000 stock
purchase options with an exercise price of $0.33 per share, 100,000 shares of
common stock that may be issued upon the exercise of 100,000 stock purchase
options with an exercise price of $0.31 per share 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 $0.17 per share. Also includes 3,012,558 shares held
directly by Mr. T. M. Williams. Mr. T. M. Williams is the potential beneficiary
of certain discretionary trusts that hold approximately 80% of the shares of a
private holding company.  If 80% of the shares of common stock beneficially
owned by the private holding company are included here, Mr. T. M. William's
beneficial ownership changes to 13,755,023 shares, representing 30% 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 $0.60
per share, 25,000 shares of common stock that may be issued upon the exercise of
25,000 stock purchase options with an exercise price of $0.91 per share, 175,000
shares of common stock that may be issued upon the exercise of 175,000 stock
purchase options with an exercise price of $0.27 per share, 100,000 shares of
common stock that may be issued upon the exercise of 100,000 stock purchase
options with an exercise

Page 52

price of $0.31 per share and100,000 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.  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 $0.60
per share, 25,000 shares of common stock that may be issued upon the exercise of
25,000 stock purchase options with an exercise price of $0.91 per share, 175,000
shares of common stock that may be issued upon the exercise of 175,000 stock
purchase options with an exercise price of $0.27 per share, 100,000 shares of
common stock that may be issued upon the exercise of 100,000 stock purchase
options with an exercise price of $0.31 per share 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 $0.17 per share.  Also includes 104,500 shares held
directly by Mr. C. M. Devereux.

(4) 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 $0.60
per share, 25,000 shares of common stock that may be issued upon the exercise of
25,000 stock purchase options with an exercise price of $0.91 per share, 175,000
shares of common stock that may be issued upon the exercise of 175,000 stock
purchase options with an exercise price of $0.33 per share,100,000 shares of
common stock that may be issued upon the exercise of 100,000 stock purchase
options with an exercise price of $0.31 per share 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 $0.17 per share.  Also includes 325,000 shares held
directly by Mr. H. W. Bromley.

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

(6)  Includes 8,658,499 shares held by a subsidiary of Praetorian
Capital Management LLC a private company.

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

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

The Company has a liability for $2,806 (2008 - $3,582) to a company owned by a
current director and officer of the Company for payment of services rendered and
expenses incurred by a current director and officer of the Company.

The Company has a liability of $1,616 (December 31, 2008 - $1,771), to a
director and officer of the Company for payment of services rendered and
expenses incurred by the director and officer of the Company.

Payments made to Bingo, Inc. in relation to the domain name purchase payment
totaled $235,261 during the year ended December 31, 2009 (2008 - $225,983).

The Company has a
liability of $3,000 (December 31, 2008 - $nil), to independent directors of the
Company for payment of services rendered.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

During the year ended December 31, 2009, the Company incurred fees of $50,650
(2008 - $50,537) from the principal accountant during fiscal 2009 - Dohan and
Company, CPA's, P.A. $50,650 of these fees related to audit fees (2008 -
$50,537).

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

Page 53

PART IV

ITEMS 15.  EXHIBITS

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

Page 54

SIGNATURES

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

BINGO.COM, LTD.



By:       /s/ T. M. Williams

T. M. Williams

President and Chief Executive Officer



Date:    March
30, 2010

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

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

By:       /s/ T. M. Williams
           President and Chief                  
March 30, 2010

T. M. Williams                         Executive Officer and

Director (Principal

Executive Officer)





By:       /s/ H. W. BromleyChief Financial Officer                
March 30, 2010

H. W. Bromley                        (Principal Financial and

Principal Accounting
Officer)



Page 55

EXHIBIT 31.1



CERTIFICATIONS

I, T. M. Williams, certify that:

1.  I have reviewed this annual report on Form 10-K of Bingo.com, Ltd.;

2.  Based on my knowledge, this report does not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by
this report;

3. Based on my knowledge, the financial
statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations
and cash flows of Bingo.com, Ltd. as of, and for, the periods presented in this
annual report;

4.  Bingo.com, Ltd.'s other certifying
officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)   Designed such disclosure controls and
procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to
Bingo.com, Ltd., including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this
report is being prepared;

(b)   Designed such internal control over
financial reporting, or caused such internal control over financial reporting to
be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles;

(c)   Evaluated the effectiveness of Bingo.com,
Ltd.'s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures,
as of as of December 31, 2009, covered by this annual report based on such
evaluation; and

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

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

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

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



Signed:/s/ T. M. Williams

                                                            Date :March 30, 2010

T. M. Williams, Chairman of the Board,

Chief Executive Officer, President and Secretary

(Principal Executive Officer)

Page 56

EXHIBIT 31.2

CERTIFICATIONS

I, H. W. Bromley, certify that:

1.   I have reviewed this annual report on Form
10-K of Bingo.com, Ltd.;

2.   Based on my knowledge, this report does not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by
this report;

3. Based on my knowledge, the financial
statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations
and cash flows of Bingo.com, Ltd. as of, and for, the periods presented in this
annual report;

4.  Bingo.com, Ltd.'s other certifying
officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)   Designed such disclosure controls and
procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to
Bingo.com, Ltd., including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this
report is being prepared;

(b)   Designed such internal control over
financial reporting, or caused such internal control over financial reporting to
be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles;

(c)   Evaluated the effectiveness of Bingo.com,
Ltd.'s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures,
as of as of December 31, 2009, 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 30, 2010

H.W. Bromley,

Chief Financial Officer

(Principal Accounting Officer)

Page 57

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of
Bingo.com, Ltd. (the "Company") on Form 10-K for the period ended
December 31, 2009, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, T. M.
Williams, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:

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

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





/s/ T. M.
Williams

T. M. Williams

President and Chief
Executive Officer

March 30, 2010

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

Page 58

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of
Bingo.com, Ltd. (the "Company") on Form 10-K for the period ended
December 31, 2009, 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 30, 2010

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

Page 59

EXHIBIT LIST

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

|Exhibit Number | Description                                                                                                                                                                                                   
|-------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.2           | Asset Purchase Agreement by and
		between Bingo, Inc. and Progressive Lumber, Corp. dated January 18,
		1999. (a)                                                                                             
|10.24          | Amended Consulting Agreement dated
		February 28, 2002, between the Company, T.M. Williams (Row), Ltd., and
		T.M. Williams. (b)                                                                              
|10.29          | Amendment of Asset Purchase Agreement
		dated July 1, 2002. (c)                                                                                                                                               
|10.32          | Code of Business Conduct and Ethics
		dated December 22, 2006. (d)                                                                                                                                            
|31.1           | Certificate of Chief Executive Officer
		pursuant to the Securities Exchange Act Rules 13a-15(e) and 15d -15(e)
		as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
		dated March 30, 2010.
|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 30, 2010.
|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 30, 2010.        
|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 30, 2010.        

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

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

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

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

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