UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

              Annual Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                   For the Fiscal Year Ended December 31, 1999

                       Commission file number: 000-26319

                                 BINGO.COM, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Florida                                    98-0206369
---------------------------------------     ------------------------------------
   State or other jurisdiction of           (I.R.S. Employer Identification No.)
   incorporation or organization)

                         Suite C200 - 4223 Glencoe Ave.
                            Marina del Rey, CA 90292
             -------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (310) 301-4171

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

           NONE                                           NONE
---------------------------------------     ------------------------------------
Title of each class to be so registered     Name of each exchange on which each
                                                class is to be registered

           Securities to be registered under Section 12(g) of the Act:

                    Common Shares, Par Value $.001 Per Share
--------------------------------------------------------------------------------
                                (Title of Class)

                                 Not Applicable
--------------------------------------------------------------------------------
                                (Title of Class)


Indicate  by check  mark  whether  the  Resgistrant  (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  twelve  months,  and (2) has been  subject to such
requirements for the past 90 days.  YES [X]          NO [  ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best  of  the  Registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in  Part  III of the  Form  10-K or any
amendment to this Form 10-K. [X]

The  aggregate  market value of the voting stock held by  non-affiliates  of the
Registrant,  computed by  reference  to the  closing  price of such stock on the
National  Association  of  Securities  Dealers Over the Counter  Bulletin  Board
market as of March 14, 2000 was $1.75.

The number of share of Registrant's  common stock  outstanding on March 14, 2000
was  10,041,668.  The  Registrant's  common  stock  is  traded  on the  National
Association of Securities Dealers Over the Counter Bulletin Board market, symbol
BIGR.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for the 2000 Annual Meeting of Stockholders  are
incorporated by reference into Part III of this Form 10-K.


<PAGE>

                                 BINGO.COM, INC.
                          1999 Form 10-K Annual Report

                                Table of Contents

                                                                            Page
                                     Part I

Item 1.  Business .............................................................1

Item 2.  Properties ..........................................................21

Item 3.  Legal Proceedings ...................................................21

Item 4.  Submission of Matters to a Vote of Security Holders .................21

                                     Part II

Item 5.  Market for Registrant's Common Equity and Related
           Stockholder Matters ...............................................22

Item 6.  Selected Financial Data .............................................22

Item 7.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations ...............................23

Item 7a. Quantitative and Qualitative Disclosures about
           Market Risk .......................................................25

Item 8.  Financial Statements and Supplementary Data .........................25

Item 9.  Changes in and Disagreements with Accountants on
           Accounting and Financial Disclosure ...............................25

                                    Part III

Item 10. Directors and Executive Officers ....................................27

Item 11. Executive Compensation ..............................................27

Item 12. Security Ownership of Certain Beneficial
           Owners and Management .............................................27

Item 13. Certain Relationships and Related Transactions ......................27

                                     Part IV

Item 14. Exhibits, Financial Statement Schedules, and
           Reports on Form 8-K ...............................................27

Signatures


<PAGE>

PART I

Item 1.    Business.

Introduction

Bingo.com,  Inc. is in the business of  developing  and  operating a Bingo based
website  designed  to  provide  a  variety  of free  games  and  other  forms of
entertainment, including chat, sweepstakes, BingoGrams, and more. The company is
attempting  to  create a value  based  web site  which  will be  backed up by an
extensive database of registered users and their buying preferences.

Corporate Structure and Background

We have three subsidiaries:

o    Bingo.com (Canada) Enterprises Inc., a British Columbia corporation;
o    Bingo.com (Antigua),  Inc., an Antigua International  Business Corporation;
     and
o    Bingo.com (Wyoming), Inc., a Wyoming corporation.

Our corporate structure is as follows:

<TABLE>

                                        -------------------------------
                                                     Bingo.com, Inc.
                                                 (a Florida corporation)
                                        -------------------------------

-------------------------------------    --------------------------------------    -----------------------------------
<S>                                          <C>                                     <C>
Bingo.com (Canada) Enterprises Inc.(1)       Bingo.com (Antigua), Inc. (2)           Bingo.com (Wyoming), Inc. (3)
  (a British Columbia corporation)        (an Antigua International Business             (a Wyoming corporation)
                                                    Corporation)
-------------------------------------    --------------------------------------    -----------------------------------
</TABLE>

(1)  Bingo.com  (Canada)  was  incorporated  on February 10, 1998 as 559262 B.C.
     Ltd.  and  changed  its name to  Bingo.com  (Canada)  Enterprises  Inc.  on
     February 11, 1999

(2)  Bingo.com   (Antigua)   was   incorporated   on  April  7,   1999  as  Star
     Communications Ltd. and changed its name to Bingo.com.  (Antigua),  Inc. on
     April 21, 1999

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

We were incorporated in the State of Florida on January 12, 1987, under the name
"Progressive  General  Lumber Corp." with an  authorized  share capital of 7,500
shares of common  stock with a $1.00 par value per  share.  We were for the most
part inactive until January 1999.

On July 17, 1998, we filed  Articles of Amendment  and increased our  authorized
share capital to 50,000,000  common shares with a $0.001 par value per share. We
also authorized a forward



                                       1
<PAGE>

stock split by way of a stock dividend to increase the number of then issued and
outstanding shares on a 200 shares for 1 share basis.

In January 1999, our management changed,  and we began to implement our strategy
to become a leading online provider of Bingo based games and  entertainment.  On
January 13,  1999,  we filed  Articles  of  Amendment  to amend our  Articles of
Incorporation  and change our name to "Bingo.com,  Inc.," effective  January 22,
1999.

On January 18, 1999,  we purchased  the  exclusive  right to use the domain name
"Bingo.com".

We organized  Bingo.com  (Canada) in February  1999 and  Bingo.com  (Antigua) in
April 1999 to facilitate the implementation of our then business plan.

We organized  Bingo.com (Wyoming) on July 14, 1999, to restructure our corporate
organization   because  Florida  law  would  not  allow  us  to  continue  to  a
jurisdiction  outside the United States.  We have  subsequently  redeveloped our
business  strategy  into a plan that does not include  continuing  operations in
Antigua,  therefore  we do not  need to  proceed  with the  reorganization  into
Bingo.com (Wyoming).

The original business plan included Bingo.com (Canada)  developing and operating
a web-site, but reconsideration of the priorities of the company and in the best
interest  of  shareholders,  this plan is being  discontinued.  In March,  2000,
Bingo.com,  Inc.  relocated  the  principal  executive  offices to Los  Angeles,
California to facilitate implementation of the business plan.

Bingo.com  (Canada),  Bingo.com  (Antigua)  and  Bingo.com  (Wyoming)  remain as
subsidiaries and continue to support the implementation of the business plan.

Our common shares are currently quoted on the National Association of Securities
Dealers'  Over-The-Counter  Bulletin Board (also known as the "OTCBB") under the
symbol "BIGR." We cannot,  however,  assure you that we will continue to qualify
for  quotation  on the  OTCBB.  We have  not  been  subject  to any  bankruptcy,
receivership or other similar proceeding.

Bingo.com Domain Name

We purchased the exclusive right to use the domain name  "Bingo.com" from Bingo,
Inc.  for (i)  $200,000,  (ii)  500,000  shares of our common stock (at a deemed
value of $2.00 per share) and (iii) an  agreement  to pay, on an ongoing  basis,
royalties in the amount of 4% of our annual gross  revenues with a total minimum
guarantee of $1,100,000.  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  web-site  and portal  based on the name,  the ease of
internet browser searchability of the domain name and the ability of visitors to
our web-site to remember and associate the name with our web-site and portal. We
negotiated  the terms of the domain name  acquisition  at arms'  length,  and we
believe the consideration we paid for the name was reasonable.



                                       2
<PAGE>

The Business of Bingo.com

Overview

Binco.com intends to become the leading online provider of Bingo based games and
entertainment. The Company intends to leverage the worldwide popularity of Bingo
with the  exponential  growth of the Internet to become the premier online Bingo
site.

The Business of Bingo.com, Inc.

Overview

Our primary  objective will be to provide  Internet users a web-site  offering a
variety of bingo based games and entertainment.  The beta site and `Play-4-Free'
games for North American audiences was released December 14, 1999.

We seek to  attract  as  large  an  audience  as  possible  to our  site  via an
aggressive  advertising  campaign  designed  to  attract  customers  to use  the
entertainment products and services, which the Company is developing.

Although  games will be free to play,  players will be required to register with
Bingo.com to receive prizes and to access certain premium  features on the site.
All  registration  information  will be stored in online databases and Bingo.com
will use that data to select which  advertisements  are  displayed to each user.
This will allow advertisers to target their messages to their selected subset of
Bingo.com's audience.

We intend to build  awareness  of, and drive  traffic  to,  Bingo.com  through a
marketing program  consisting of various  elements.  The Company will attempt to
sign license  agreements  with partners who will co-brand  versions of Bingo.com
games on their  sites.  In  addition,  the  Company  will  attempt to  establish
promotional agreements with prominent web-sites and media content providers that
have reciprocal links to Bingo.com, or to display advertising.

We intend to build multiple  revenue  streams.  We believe there is value in the
ability to direct the traffic of our membership base and their buying power, and
intend to pursue affinity  arrangements with merchant partners.  The Company may
generate  revenues  based on a variety  of  transactions.  We are  contemplating
price-per-click-through, percentage of sales transactions and other arrangements
as potential revenue generation models with potential retail affiliates.

In addition,  we intend to sell advertising  space on the web site.  Advertisers
typically pay on the basis of the number of advertising  impressions  shown. The
number of  impressions  is a function of the number of users of a web-site,  the
amount of time they stay on a site, and the frequency with which the advertising
displays are changed.

We  believe  the  growing  user  base  and  length  of time  spent  on our  site
(stickiness) will provide advertisers with an attractive platform to reach their
target  audience.  Because we believe we can attract a large,  diversified  user
base and can segment it based upon information we collect, such



                                       3
<PAGE>

as  geography,  age,  gender  and income  levels,  we believe we will be able to
target  advertisements  to  particular  demographic  profiles  specified  by our
advertisers.

Bingo.com,  Inc.  will be  managed  by its own  management  team  and  operating
principally from Los Angeles, California .

The entertainment aspect of Bingo.com will not include adult content.

The Industry

The Internet:

Initially  envisioned as a common  information  space in which we communicate by
sharing  information,  the  world  wide  web has  developed  into a  gateway  to
multimedia  experiences  and has  created  whole  new  forms  of  entertainment,
information delivery and business opportunities.

Conducting business on the Internet:

Electronic  commerce  is an area  of  growth  and  opportunity  as  more  people
recognize  and utilize the Internet as a vehicle  through  which to buy and sell
goods and services.

With 510  million-web  users expected world wide by the end of 2003, 183 million
of them are  predicted to generate  over $1.3  trillion in purchases on the web,
according to International Data Corporation.

The Internet  can reduce  costs and level the playing  field for small and large
businesses,  allowing  them  to  extend  their  reach  globally.  As  well,  the
availability of  sophisticated  Internet and Web technology,  improved  security
mechanisms,  and the increasing  acceptance of the new communications medium are
fueling the use of  e-commerce  by  businesses  and  consumers.  We believe that
consumers'  trust in the Internet  will  increase as the number of  successfully
completed transactions increases.  Studies are demonstrating that the consumers'
attitudes are rapidly changing and that they are rapidly gaining confidence with
transacting business over the Internet.

We believe  that the way in which  products  and  services  will be  directly or
indirectly  sold in the future  will  increasingly  shift  toward the  Internet.
Leading  businesses  throughout the world are developing their Web strategies to
take  advantage  of this shift in the way  consumers  will  receive  product and
service related information and purchase goods and services.  Web traffic can be
directed based on preferences  indicated and  historical  transactions  enacted.
Revenue  generation  models  can be built and easily  measured  based on traffic
sources, volumes and purchase amounts.

We believe that Bingo.com,  Inc.'s focus on  entertainment  content will attract
visitors with demographic consumer profiles that will appeal to advertisers.  As
a  result,  we  believe  that  Bingo.com  , Inc.  will  be  able to sell  banner
advertising and enter into  promotional  joint ventures with a broad spectrum of
businesses.



                                       4
<PAGE>

Advertising through the Internet:

The Internet is changing the  advertising  community.  It is causing a change in
the way companies  reach their desired  customer  base.  On-line  advertising is
creating a faster,  more focused,  and dynamic method of reaching  customers who
have personally  selected their area of interest.  The global  proliferation  of
computers in businesses and the home and the increasing connectivity through the
Internet has presented the advertising community with a new medium through which
to  communicate  their client's  messages.  The Internet is becoming an accepted
medium  for  advertising  and  e-commerce.  In order to  better  understand  the
demographics  of the site  visitor,  companies  are  asking  customers  to first
provide  information about themselves,  allowing marketers to determine customer
needs based on actual  preferences.  Web-sites  are an effective  medium to poll
customers quickly,  precisely and cost-effectively.  This allows the web-site to
make  changes  rapidly  that will  attract  more target  customers  and generate
greater advertising revenue through customized advertising and promotions.

We believe that an increasing percentage of businesses' advertising budgets will
be allocated to funding their Web strategy.  We believe advertisers are and will
increasingly  be  advertising  on web-sites  with a volume of users matching the
demographic profile of the advertiser's target consumer.

The key is the ability of marketers to measure the Web audience on a competitive
basis with other media such as  broadcasting,  cable or print.  We believe  that
measurement  criteria focusing on users'  interests,  page views and duration is
roughly  comparable to  conventional  advertising  measurement  criteria such as
frequency and reach.

We  anticipate  that an integral  component  of the  Bingo.com  site will be our
ability to analyze on a  statistical  basis our user base  profiles.  We collect
certain  demographic  information  (age,  income,  household size,  occupational
class,  etc.), which will allow advertisers to target their marketing efforts to
certain user profiles.  The web- site also tracks a number of monthly, daily and
hourly  statistical  criteria,  including  user  type  (.net -  network,  .gov -
government, .com - commercial, .edu - educational, etc.), duration on line, page
views,  geographic  location (.ca - Canada,  .fr - France, .uk - United Kingdom,
etc.) and download file size. We intend to use this  information  to justify the
advertising rate structure used by Bingo.com, Inc. and to market our web-site to
advertisers.  We believe  that  advertisers  evaluate  portals and  web-sites in
advertising  buying  decisions  based on statistical  criteria such as number of
visitors,  length of visits,  page views and files  downloaded.  Bingo.com,  Inc
believe  that  the  anticipatedgrowth  in  registered  user  base  and  reported
stickiness  of the site will make the  web-site  very  attractive  to  potential
advertisers.

The Niche

Bingo.com is positioning  itself to become a leading  entertainment site through
the incorporation of Bingo  technology,  to create a fun and exciting daily user
experience  centered around Bingo and Bingo-based  games. We believe the size of
the worldwide community familiar with Bingo, the domain name Bingo.com,  and the
attractive  nature of the Company's  product offering provides an opportunity to
build a large loyal base of daily visitors.



                                       5
<PAGE>

Bingo is  reported  to be the most  socially  acceptable  form of  gaming in the
world, with a 79% acceptability rate from the general public. Research indicates
that,  in North  America,  on a per visit basis,  Bingo is more popular than all
Hollywood movies,  rock concerts,  professional  sports and casinos combined.  A
Federal Study  suggests that nearly 70% of Bingo players are between the ages of
18 and 44, and the Baby  Boomers are playing  Bingo more than ever.  This is the
generation that is considered to have the most disposable income and the highest
ability to access the Internet.  We believe that Bingo is well suited for online
entertainment  content,  and that online  games are a  compelling  entertainment
medium  for a mass user  audience.  There is appeal in  providing  users with an
opportunity  to win prizes while  allowing them to access  entertaining  content
according to their own schedule  from their own location.  Bingo.com  intends to
lead the way using the  popularity  of Bingo  games,  the  accessibility  of the
Internet and the rate of growth for entertainment based game sites.

Bingo.com  believes its future success will be dependent on a number of factors.
These  include  focus on online  Bingo games and online  entertainment,  and the
development of a personalized  community atmosphere,  which will enable the site
to enjoy lengthy visits. We believe the nature of the Company's content and user
base will allow  Bingo.com to establish a large detailed  database of registered
users, which is a distinguishing  factor to attracting online  advertisers.  The
Company  intends to promote the  Bingo.com  brand name by  establishing  a large
syndication  network and by building  alliances with prominent  companies,  both
online and off.

Business Strategy

Bingo.com's  objective is to become the premier online destination for web based
Bingo entertainment and a leading entertainment destination on the internet. The
company is pursuing this objective through the following strategies:

Continue to enhance content:

Bingo.com  officially  launched  the  beta  web-site  on  December  14th,  1999.
Registered  users are  provided  with a variety of free games and other forms of
entertainment such as chat, sweepstakes,  BingoGrams, BingoFortune and more. The
free Bingo games can be played for points,  which are  redeemable  for  original
gift  certificates at a wide variety of national  merchants.  The first games on
the site include the International Bingo, "Astrology Bingo", "Groovy Bingo", and
"Hollywood Bingo". Bingo.com is able to create low-cost content through creative
face-changes  of the standard  bingo games.  These  `faces' can reflect  themes,
corporate interests or other targeted messages. The games are being developed to
maximize  the value of the  detailed  data  gathered  from users.  In  addition,
Bingo.com  has  entered  into   agreements  with  other  parties  to  provide  a
combination of entertainment and community information at a reasonable cost, and
expects to build  relationships  and enter into  agreements  with other  content
providers in the future.

Build multiple revenue streams:

Bingo.com intends to build multiple revenue streams.



                                       6
<PAGE>

Leveraging  off the value of the ability to direct the growing  membership  base
and  their  buying  power to  merchant  partners,  Bingo.com  intends  to pursue
affinity program strategies.

Bingo.com  also  intends to engage in  discussion  to assess  potential  revenue
generating  oportunities  through  affiliations and potential  associations with
national merchant websites.

Revenue  calculations  may be  based  on  click-throughs,  percentage  of  sales
transactions, or other methods.

In addition,  on December 1, 1999 a web advertising  sales agreement was entered
into  with  Flycast  Communications  Corporation  for the  sale  of  advertising
impressions.  The  valuable  detailed  database  of  our  registered  users  and
preferences enables us to target advertising to particular demographics.

Expand registered user database:

Entertainment  and game sites have become  increasingly  popular and are showing
strong  growth  rates.  Two  months  after the  launch of the  web-site  and the
Play-4-Free games, web-site traffic reports indicate that an average of 1000 new
users a day are registering  with Bingo.com.  There has been in excess of 15,000
unique  visitors per day, 8 million hits per day, and an average visitor session
length of more than 50 minutes.

Bingo.com intends to market  aggressively and build the registered user database
through online and offline marketing strategies,  promotional  opportunities and
strategic alliances.

Leverage licensed users and alliances:

Bingo.com believes that the variety of games and entertainment  available on the
website will encourage many visitors to come, stay, play and revisit often. Game
winners at Bingo.com win  BingoBucks,  which are  redeemable for prizes and gift
certificates  through  associations  with other web-sites and merchants.  In the
process of providing a one-stop  entertainment  arena for Bingo  lovers,  we are
creating a value based web-site which will be backed by an extensive database of
registered  users and their  buying  preferences.  We believe  the value of this
demographic data should enable Bingo.com to generate higher than average CPM and
CPC rates.  We believe we can to leverage  that  detailed  information  to build
relationships  and alliances with other web-sites and merchants,  meanwhile also
offering  Bingo  Bucks  winners a wide  variety of options  for  spending  their
winnings.

Extend and enhance the value of the brand name:

We believe that  establishing a readily  recognizable  brand name is critical to
attracting a larger user base and deriving additional  advertising  revenues. We
believe  that  Bingo.com  has  inherent  value as a brand  name and we intend to
aggressively  expand our user base by promoting  that name.  We intend to pursue
online  and  offline  marketing  strategies,   promotional  opportunities,   and
strategic alliances to make Bingo.com the leading  entertainment  destination on
the Internet.



                                       7
<PAGE>

Bingo.com, Inc. Marketing Strategy

Our goal is for Bingo.com to become the most recognized Bingo and  entertainment
destination  site on the  internet.  We  intend to build an  Internet  community
consisting  of a dedicated  and loyal user base that we believe will support our
ability to generate  advertising  revenues and  e-commerce  sales for Bingo.com,
Inc. The company plans to expand beyond  traditional  on-line and off-line media
methods,   targeting  advertising  towards  specific  demographic  audiences  as
determined by the detailed  database of registered  users,  as well as the Bingo
community of today.

We  intend  to use  multiple  advertising  media in order  to build  our  brand,
increase  traffic,  and  raise  our  profile  among  potential  advertisers  and
strategic partners.

We have entered into promotional  partnerships to place Bingo.com advertising on
sites including  Gamesville.com,  Val-Pak.com and COX Interactive Media, as well
as on the Prodigy Internet  service,  giving  Bingo.com a strategic  position on
some  strategic  real estate on the  Internet.  Advertising  will  initially  be
focussed on promoting  Bingo.com  within the North American  market through high
profile ads with a variety of  companies.  This  strategy is intended to further
develop the growing database of registered users.

Bingo.com, Inc Business Development Costs

As of December 31, 1999, Bingo.com,  Inc. had expended approximately $358,000 on
software and website development activities.

The original business plan included Bingo.com (Canada)  developing and operating
the  website  however,  Bingo.com,  Inc.  itself  intends  to incur any  further
development costs and maintain operations of the web-site.

Bingo.com, Inc. Employees

As of December 31, 1999, Bingo.com,  Inc had three people working full-time.  In
addition, Shane Murphy, our President,  devotes approximately 80% of his time to
Bingo.com,  Inc. As of December  31, 1999,  Bingo.com  (Canada) had seven people
working full-time.  Since Bingo.com,  Inc. is now operating the website and. has
relocated  the  principal  executive  offices  to  Los  Angeles,  California  to
facilitate  implementation  of the new  business  plan,  as at February 28, 2000
there were only three people working  full-time.  From time to time,  Bingo.com,
Inc. may retain consultants and consulting firms to provide Bingo.com, Inc. with
special  expertise in  developing  marketing,  software  and  telecommunications
technologies.

Bingo.com, Inc. Competition

Bingo.com, Inc. will face competition primarily from other companies that target
the entertainment segment of the market.  Gamesville.com and Uproar.com are also
intending to be online entertainment destinations, offering game shows and other
interactive experiences to users.



                                       8
<PAGE>

The convergence of multimedia  communications (voice, data, video, Internet) and
the constantly increasing capability of technologies to deliver these media will
permit  increasing  interactivity  and allow for more media  rich  content to be
delivered over the Web.  Bingo.com  intends to differentiate  itself by focusing
primarily on Bingo related content. Early statistics indicate that the length of
time visitors spend on the web-site exceeds that of some other competitors.

Bingo.com, Inc. Trademarks and Intellectual Property Protection

We  anticipate  Bingo.com,  Inc.  will  apply  for  trademark  registration  and
protection  for its logo and  various  phrases in Canada and the United  States.
However,  Bingo.com,  Inc. has not  submitted  any  applications  for  trademark
registration.  In the event that Bingo.com,  Inc. determines that it has created
an  asset  whose  value  can be  protected,  it  will  attempt  to  protect  its
proprietary  asset  by  applying  for  patents,  copyrights  or  trademarks.  In
addition,   Bingo.com,   Inc.   intends  to  rely  on  trade   secret  laws  and
non-disclosure   and   confidentiality   agreements   with  its   employees  and
consultants,  who have  access to its  proprietary  technology,  to protect  its
technologies.

Bingo.com (Antigua)

Overview

In the original business plan,  Bingo.com  (Antigua)'s  primary objective was to
develop an on-line bingo game and Internet gaming  business.  The  International
Bingo  Wagering  game was launched on July 28, 1999.  The game  accepted a wager
only from permitted  jurisdictions and was the first revenue  generating product
in the marketplace.  Bingo.com is currently finalizing negotiations to licensing
the  game  technology  to a  third  party,  and is in  negotiations  to  sell it
entirely.  Our  current  business  plan does not  include  operating  an on-line
wagering gamesite.

Bingo.com (Antigua) - Licensing

On April 16,  1999,  Bingo.com  (Antigua)  was  granted a license  to operate an
offshore virtual casino wagering business, effective April 30, 1999. The license
was granted under the authority and jurisdiction of the Antigua and Barbuda Free
Trade and  Processing  Zone in accordance  with Statutory  Instruments  1997 No.
20-Virtual  Casino  Wagering and Sports Book Wagering  Regulations,  made by the
Minister  under Section 27 of the Free Trade and  Processing  Zone Act No. 12 of
1994.  Bingo.com  (Antigua)  paid a license fee of $100,000 to the Barbuda  Free
Trade and Processing Zone on April 16, 1999 and began to offer a live version of
the  Bingo.com  bingo game on July 28,  1999.  This  license  will be allowed to
expire.

On-line Bingo Gaming Software

Bingo.com (Antigua) developed  proprietary software that allowed patrons to play
a  variety  of  bingo  games  over  the  Internet  in two  modes:  wagering  and
non-wagering.  Bingo.com  (Antigua) began beta testing the proprietary  wagering
version of its software and its server in April 1999 and continued  beta testing
through July 1999. The server systems and software  performed well in test mode.
During  the  duration  of the  beta  test  period,  players  provided  Bingo.com
(Antigua)  with  valuable  comments  and  feedback,  which  were  considered  by
Bingo.com  (Antigua) and  incorporated  into the improvement of its software and
on-line bingo game.



                                       9
<PAGE>

Bingo.com (Antigua) Operations

Although the initial  business  plan  established  the viability of operating an
on-line bingo game, accepting wagers from certain  jurisdiction,  changes in the
marketplace  indicated that it was not in the best interest of the  shareholders
or Bingo.com, Inc. to continue to pursue this strategy.

 Many countries are currently  struggling with issues  surrounding  wagering and
gambling over the Internet. More specifically,  they are considering the merits,
limitations  and  enforceability  of  prohibition,  regulation  or  taxation  of
wagering and gambling transactions that are transacted over the Internet.  There
are  significant  differences  of opinion and law between  countries such as the
United States, Canada, Australia, Liechtenstein and Antigua.

There is little  case law  authority  related  to the  interpretation  of gaming
statutes  as  they  relate  to the  Internet  and  the  wording  of  many of the
applicable  statutes is ambiguous.  Consequently,  it is possible that Bingo.com
(Antigua)'s  planned  activities may be alleged to violate an applicable statute
based on an interpretation of the statute,  which differs from ours, or based on
a future change of law or interpretation or enforcement policy. Such allegations
could result in either civil or criminal  proceedings brought by governmental or
private litigants.  As a result of such proceedings,  we or Bingo.com  (Antigua)
could incur substantial litigation expense, fines, diversion of the attention of
key  employees,  and  injunctions  or other  prohibitions  preventing  Bingo.com
(Antigua) from engaging in various anticipated business activities.  Also, if it
were finally  determined  that Bingo.com  (Antigua) did violate  applicable law,
then  civil  damages  or  criminal  penalties  could be  imposed  and  Bingo.com
(Antigua)  might be barred from  pursuing that  activity.  Such an outcome would
have a material adverse effect on our business and our results of operations.

Bingo.com,  Inc.  does not want to  expose  it's  shareholders  to the  risks of
operating in the on-line gaming industry,  nor limit opportunities for strategic
partnerships  or  financial  alliances.  We believe that  discontinuing  Antigua
operations  will better serve the interests of the  shareholders  and the parent
company, Bingo.com, Inc.

Bingo.com (Antigua) Business Development and Windup Costs

As of December  31,  1999,  we have  recorded a loss of  approximately  $554,000
related to discontinuing our Antigua based gaming operation.

Bingo.com (Antigua) Employees

As of December  31,  1999,  Bingo.com  (Antigua)  had two  full-time  employees,
however, subsequent to year end the Antiguan operations were discontinued.



                                       10
<PAGE>

DEVELOPMENT OF THE BUSINESS OF BINGO.COM  INC.,  BINGO.COM  (CANADA),  BINGO.COM
(ANTIGUA)

Since January 1999, we have taken the following  steps to implement our business
plans:

o    Completed  a  first  and  second   round  of  funding  in  the  amounts  of
     US$1,000,000 and US$5,000,000;

o    Purchased the right to use the domain name "Bingo.com";

o    Retained experienced senior management and consultants;

o    Conducted  market  research  for  the  development  and  marketing  of  the
     Bingo.com (Canada) web-site;

o    Began  developing a  cross-functional  plan  designed to avoid  duplicating
     marketing and advertising expenditures and to compliment and coordinate the
     corporate  objectives of the Bingo.com  (Canada) web-site and the Bingo.com
     (Antigua) on-line bingo game;

o    Retained  Stratford  Internet  Technologies  Inc. to develop the  Bingo.com
     (Canada) web-site;

o    Completed  phase  one of  the  development  and  launch  of  the  Bingo.com
     web-site;

o    Obtained the license to operate on-line bingo gaming in Antigua;

o    Retained  Mindquake  Software  Inc.  to develop the  on-line  bingo  gaming
     software;

o    Developed the new Bingo.com web-site;

o    Launched the new Bingo.com web-site with Play-4-Free bingo games;

o    Entered into agreements and affiliate  relationships to promote  Bingo.com,
     generate traffic to the site, and increase the registered user database;

o    Initiated  the process to relocate the principal  executive  offices to Los
     Angeles, California;

o    Implemented internal financial controls;

RISK FACTORS

         Our  business is subject to a number of risks due to the nature and the
present state of development of our business. An investment in our securities is
speculative  in nature and  involves  a high  degree of risk.  You  should  read
carefully and consider the following risk factors.



                                       11
<PAGE>

General

We have a Limited  Operating  History  and a History of Losses,  Which Makes Our
Ability to Continue as a Going Concern Questionable

As noted in the  qualified  audit  report  dated  December  31,  1999,  we are a
development   stage  company  and  our  operations  and  the  operation  of  our
subsidiaries  are subject to all of the risks inherent in light of the expenses,
difficulties, complications and delays frequently encountered in connection with
the  formation  of any new  business.  We have  incurred  net  losses  since our
inception  and  anticipate  that  we  will  continue  to  incur  losses  for the
foreseeable future. Through December 31, 1999, we incurred cumulative net losses
of $ 2.9 million.  Our  business  prospects  should  evaluate us in light of the
delays, expenses, problems and uncertainties frequently encountered by companies
developing  markets for new  products and  technologies.  We do not believe that
revenues  generated  will be sufficient to support our operations in fiscal 2000
due to a number of factors including, among others:

o    the cost of promoting and  marketing  our web-site and the Bingo.com  bingo
     game;

o    the  anticipated  low  demand  for  our  banner  advertising  until  we can
     establish our brand name and verify traffic on our web-site;

o    the start-up cost associated with developing our software and technologies,
     installing equipment and establishing our facilities;

o    the anticipated  nominal gaming revenues from the sale of advertising space
     until we can establish our brand name and verify traffic to our web-site;

o    the costs  associated with hiring  experienced  management and staffing our
     operations.

Consequently,  in the  foreseeable  future,  we believe that such  expenses will
increase our net losses, and we may never be profitable.

You  should  evaluate  our  business  in  light  of the  factors  affecting  and
challenges  frequently  encountered by early stage companies engaged in Internet
commerce. Such factors and challenges include:

o    our ability to generate  revenues will depend on selling  advertising  on a
     web-site focused on Bingo entertainment, a newly developed business concept
     currently with only limited market acceptance;

o    as our business grows and the expectations of our customers  increases,  we
     must develop and upgrade our  infrastructure,  including internal controls,
     transaction  processing  capacity,  data storage and retrieval  systems and
     web-site to remain competitive;

o    we  compete  with a  number  of  competitors  with  greater  resources  and
     experience than us;



                                       12
<PAGE>

o    as the markets for our on-line bingo games develop, our success will depend
     on our ability to  successfully  manage and change  operations  to meet the
     demands of our customers;

o    our businesses are dependent upon the Internet for commerce and growth;

o    general economic conditions could change and adversely affect our business;

o    we intend to rely upon strategic  relationships  to build market  awareness
     and to bring visitors to our portal and players to the on-line bingo game;

o    our businesses are subject to regulatory risks, which may increase the cost
     of operating our  businesses or prohibit us from  conducting  our business;
     and

o    we depend upon and need to hire key, qualified  personnel and management to
     fully develop our businesses.

Because we have only recently begun operations,  it is difficult to evaluate our
business and our prospects. Our revenue and income potential is unproven and our
business model is still emerging and being developed.  We cannot assure you that
Bingo.com,   Inc.  will  attract  users,   advertisers,   consumers  or  network
affiliates, or generate significant revenues or operating margins in the future.
We cannot guarantee we will ever achieve commercial success.

As of December  31,  1999,  we had  approximately  $3.4 million in cash and cash
equivalents.  We  believe  that we will have  sufficient  funds to  conduct  our
operations  into the first  quarter of 2001,  without  considering  any revenues
generated from the operations of our subsidiaries.  We cannot assure you that we
will be able to obtain adequate financing to support our operations.

If Our Key Personnel Leave  Bingo.com,  Our Ability to Succeed will be Adversely
Affected

The future  success of Bingo.com,  Inc.  will depend on certain key  management,
marketing,  sales and technical personnel. We rely upon consultants and advisors
who are not  employees.  The loss of key  could  have an  adverse  effect on our
operations.  We do not  maintain  key-man  life  insurance  on  any  of our  key
personnel,  and our  subsidiaries do not insure their key personnel.  We plan to
hire additional key employees in 1999.  Competition  for qualified  employees is
intense,  and an inability to attract,  retain and motivate  additional,  highly
skilled  personnel  required for  expansion of  operations  and  development  of
technologies  could  adversely  affect our  business,  financial  condition  and
results of operations.  Our ability to retain existing personnel and attract new
personnel may also be adversely  affected by their current financial  situation.
We cannot assure you that our subsidiaries will be able to retain their existing
personnel  or  attract  additional,  qualified  persons  when  required  and  on
acceptable terms.



                                       13
<PAGE>

We May be  Required to Sell  Additional  Common  Stock or Parties  May  Exercise
Options and  Warrants  that May Cause  Dilution of the Value of the  Outstanding
Shares

The number of shares of our outstanding  common stock held by  non-affiliates is
large relative to the trading volume of the common stock.  Any substantial  sale
of our common stock or even the  possibility of such sales occurring may have an
adverse effect on the market price of the common stock.

As of December 31, 1999, we had outstanding warrants to purchase an aggregate of
916,668  shares  of common  stock.  We have also  reserved  up to an  additional
1,895,000  shares of common stock for issuance upon exercise of options under an
incentive  stock option plan. We have agreed to grant options to acquire a total
of  1,025,000 of our common  shares to certain of our  officers,  directors  and
consultants  once we have approved and adopted our incentive  stock option plan,
and we granted Shane Murphy, our President, options to acquire 600,000 shares of
our common  stock.  Holders of such  warrants and options are likely to exercise
them when, in all likelihood,  we could obtain additional  capital on terms more
favorable  than those provided by the options and warrants.  Further,  while our
warrants and options are outstanding, our ability to obtain additional financing
on favorable terms may be adversely affected.

We have Capacity  Constraints and System Development Risks that could Damage Our
Customer Relations or Inhibit Our Possible Growth, and We May Need to Expand Our
Management  Systems  and  Controls  Quickly,  Which  May  Increase  Our  Cost of
Operations

Our success and our ability to provide high quality  customer  service,  largely
depends  on the  efficient  and  uninterrupted  operation  of our  computer  and
communications  systems and the computers and communication systems of our third
party vendors in order to accommodate  any  significant  numbers or increases in
the numbers of consumers  and  advertisers  using our service.  Our success also
depends   upon   our   and   our   vendors'    abilities   to   rapidly   expand
transaction-processing  systems and network  infrastructure  without any systems
interruptions  in order to accommodate any  significant  increases in use of our
service.

We  and  our  vendors  may  experience   periodic  systems   interruptions   and
infrastructure  failures,  which we believe will cause customer  dissatisfaction
and may adversely  affect our results of  operations.  Limitations of technology
infrastructure may prevent us from maximizing our business opportunities.

We cannot assure you that that our and our vendors' data repositories, financial
systems and other technology  resources will be secure from security breaches or
sabotage,  especially as technology changes and becomes more  sophisticated.  In
addition,  we expect that many of our and our vendors'  software  systems may be
custom-developed  and that we and our vendors may rely on employees  and certain
third-party  contractors to develop and maintain  these  systems.  If certain of
these  employees  or  contractors  become  unavailable,  we and our  vendors may
experience  difficulty in improving and maintaining these systems.  Furthermore,
we expect that we and our vendors may continue to be required to manage multiple
relationships with various software and equipment vendors whose technologies may
not be compatible, as well as



                                       14
<PAGE>

relationships  with other third parties to maintain and enhance their technology
infrastructures.  Failure to achieve or maintain high capacity data transmission
and  security  without  system  downtime  and to achieve  improvements  in their
transaction processing systems and network infrastructure could adversely affect
our business and results of operations.

Increased  Security  Risks of  On-line  Commerce  May  Deter  Future  Use of Our
Website, Which May Adversely Affect Our Ability to Generate Revenues

Concerns  over the  security of  transactions  conducted on the Internet and the
privacy of  consumers  may also  inhibit  the growth of the  Internet  and other
on-line  services  generally,  and on-line  commerce in  particular.  Failure to
prevent security breaches could  significantly  harm our business and results of
operations.  We cannot be certain that  advances in computer  capabilities,  new
discoveries in the field of cryptography,  or other developments will not result
in a  compromise  or breach of the  algorithms  used to protect our  transaction
data.  Anyone who is able to circumvent our  subsidiaries' or vendors'  security
measures could misappropriate  proprietary  information,  cause interruptions in
their operations or damage our brand and reputation. We may be required to incur
significant costs to protect against security breaches or to alleviate  problems
caused by  breaches.  Any  well-publicized  compromise  of security  could deter
people from using the Internet to conduct transactions that involve transmitting
confidential information or downloading sensitive materials.

We Face the Risks of System Failures, Which Would Disrupt Our Operations

A disaster could severely damage our business and results of operations  because
our services  could be  interrupted  for an  indeterminate  length of time.  Our
operations depend upon our ability to maintain and protect our computer systems.

Our systems and operations are vulnerable to damage or  interruption  from fire,
floods,  earthquakes,   hurricanes,  power  loss,  telecommunications  failures,
break-ins,  sabotage and similar events. The occurrence of a natural disaster or
unanticipated   problems  at  our  principal  business   headquarters  or  at  a
third-party  facility could cause interruptions or delays in our business,  loss
of data or render us unable to provide our services.  In addition,  failure of a
third-party facility to provide the data communications capacity required by us,
as a result of human error,  natural disaster or other operational  disruptions,
could cause interruptions in our service.  The occurrence of any or all of these
events could adversely affect our reputation, brand and business.

We  Face  Risks  of  Claims  from  Third  Parties  for   Intellectual   Property
Infringement that Could Adversely Affect Our Business

We anticipate that our services will operate in part by making Internet services
and content  available to our users. This creates the potential for claims to be
made  against  us,  either  directly  or  through  contractual   indemnification
provisions  with third  parties.  These claims might,  for example,  be made for
defamation,  negligence,  copyright, trademark or patent infringement,  personal
injury,  invasion of privacy or other legal theories. Any claims could result in
costly litigation and be time consuming to defend, divert management's attention
and resources, cause



                                       15
<PAGE>

delays in releasing  new or upgrading  existing  services or require us to enter
into royalty or licensing agreements.

Litigation regarding  intellectual property rights is common in the Internet and
software industries.  We expect that Internet technologies and software products
and services may be increasingly  subject to third-party  infringement claims as
the number of competitors in our industry segment grows and the functionality of
products in different industry segments overlaps. There can be no assurance that
our services do not or will not in the future infringe the intellectual property
rights of third parties.  Royalty or licensing agreements,  if required, may not
be available on acceptable  terms, if at all. A successful claim of infringement
against us and our  failure or  inability  to license the  infringed  or similar
technology could adversely affect our business.

Our  success  and  ability  to  compete  are  substantially  dependent  upon our
technology and data resources,  which we intend to protect through a combination
of patent,  copyright,  trade secret and/or  trademark law. We currently have no
patents or trademarks issued to date on our technology.

We May Not be Able to Protect Our Internet  Domain  Name,  Which Is Important to
Our Branding Strategy

We anticipate that the Internet domain name,  "Bingo.com,"  will be an extremely
important   part  of  our  business  and  the  business  of  our   subsidiaries.
Governmental agencies and their designees generally regulate the acquisition and
maintenance of domain names. The regulation of domain names in the United States
and in foreign countries may be subject to change in the near future.  Governing
bodies may establish  additional  top-level  domains,  appoint additional domain
name  registrars  or modify the  requirements  for holding  domain  names.  As a
result,  we may be unable to acquire or maintain  relevant  domain  names in all
countries in which we conduct business.  Furthermore,  the relationship  between
regulations  governing  domain names and laws protecting  trademarks and similar
proprietary  rights is  unclear.  Therefore,  we may be unable to prevent  third
parties  from  acquiring  domain  names that are  similar to,  infringe  upon or
otherwise  decrease the value of our  trademarks and other  proprietary  rights.
Third  parties have  acquired  domain names that include  "bingo" or  variations
thereof both in the United States and elsewhere.

If We Are Unable to Meet the  Changing  Needs of Our  Industry,  Our  Ability to
Compete Will be Adversely Affected

To remain  competitive,  we must be  capable  of  enhancing  and  improving  the
functionality and features of their on-line services.  The Internet portal,  the
on-line  advertising  industry  and the  Internet  gaming  industry  are rapidly
changing.  If  competitors  introduce  new products and services  embodying  new
technologies,   or  if  new  industry   standards  and  practices  emerge,   our
subsidiaries' existing services, technology and systems may become obsolete.

Our future success will depend on our subsidiaries'  abilities to accomplish the
following:

o    license and develop leading technologies useful in our business;



                                       16
<PAGE>

o    develop and enhance our planned products and services;

o    develop  new  services  and  technologies  that  address  the  increasingly
     sophisticated and varied needs of prospective consumers; and

o    respond to  technological  advances and  emerging  industry  standards  and
     practices on a cost-effective and timely basis.

Developing   Internet   services  and  other  proprietary   technology   entails
significant  technical and business  risks,  as well as substantial  costs.  Our
subsidiaries may use new technologies  ineffectively,  or they may fail to adapt
their services,  transaction-processing  systems and network  infrastructure  to
user  requirements  or  emerging  industry   standards.   If  our  subsidiaries'
operations  face  material  delays in  introducing  new  services,  products and
enhancements,  their users may forego the use of their services and use those of
their competitors.

We Do Not Intend to Declare Dividends, Which May Affect the Value of Your Shares

We have never  declared  or paid any cash  dividends  on our capital  stock.  We
currently  intend  to  retain  any  future  earnings  for  funding  growth  and,
therefore, do not expect to pay any dividends in the foreseeable future.

Our Shares are Considered Penny Stocks and are Subject to the Penny Stock Rules,
Which May Adversely Affect the Ability to Sell Your Shares

Rules 15g-1  through  15g-9  promulgated  under the  Exchange  Act impose  sales
practice and disclosure  requirements on certain  brokers-dealers  who engage in
certain transactions involving "a penny stock." Subject to certain exceptions, a
penny stock generally  includes any non-NASDAQ equity security that has a market
price of less than $5.00 per share.  Our shares are  expected to be deemed penny
stock for the purposes of the Exchange Act. The  additional  sales  practice and
disclosure    requirements   imposed   upon   brokers-dealers   may   discourage
broker-dealers from effecting  transactions in our shares,  which could severely
limit the market  liquidity  of your shares and impede the sale of our shares in
the secondary market.

Under the penny stock regulations, a broker-dealer selling penny stock to anyone
other than an  established  customer or  "accredited  investor"  (generally,  an
individual with net worth in excess of $1,000,000 or an annual income  exceeding
$200,000,  or  $300,000  together  with his or her  spouse)  must make a special
suitability  determination  for the purchaser  and must receive the  purchaser's
written consent to the transaction  prior to sale,  unless the  broker-dealer or
the transaction is otherwise  exempt.  In addition,  the penny stock regulations
require the broker-dealer to deliver, prior to any transaction involving a penny
stock, a disclosure  schedule  prepared by the Commission  relating to the penny
stock market, unless the broker-dealer or the transaction is otherwise exempt. A
broker-dealer  is  also  required  to  disclose   commissions   payable  to  the
broker-dealer and the registered  representative  and current quotations for the
securities.  Finally,  a  broker-dealer  is required to send monthly  statements
disclosing  recent price  information  with respect to the penny stock held in a
customer's  account and information  with respect to the limited market in penny
stocks.



                                       17
<PAGE>

Risks Associated with the Bingo.com, Inc. Web-Site

The Results of Operations for the Bingo.com,  Inc.  Web-site Will Vary Depending
on a Number of Factors, Which May Adversely Affect Our Business

We anticipate  the operating  results of  Bingo.com,  Inc.'s  web-site will vary
widely  depending  on a number of  factors,  some that are beyond the control of
Bingo.com, Inc. These factors are likely to include:

o    demand for our  on-line  services  by  registered  users,  advertisers  and
     consumers,  including the number of searches performed by registered users,
     consumers and the rate at which they  click-through  to paid search listing
     advertisements;

o    prices paid by advertisers using the Bingo.com,  Inc.  service,  which have
     not been determined by Bingo.com, Inc.;

o    our  costs  of  attracting  consumers  to  the  Bingo.com,  Inc.  web-site,
     including  costs  of  receiving  exposure  on  third-party   web-sites  and
     advertising costs;

o    costs related to forming strategic relationships;

o    loss of strategic relationships;

o    our ability to significantly increase our distribution channels;

o    competition;

o    the amount and timing of operating costs and capital expenditures  relating
     to expansion of our operations;

o    costs  and  delays  in  introducing  new  Bingo.com,   Inc.   services  and
     improvements to existing services;

o    changes in the growth rate of Internet usage and acceptance by consumers of
     electronic commerce;

o    technical difficulties, system failures or Internet downtime;

o    government regulations related to our business and to the Internet;

o    our ability to upgrade and develop our information  technology  systems and
     infrastructure;

o    costs related to acquisitions of technologies or businesses; and



                                       18
<PAGE>

o    general economic conditions,  as well as those specific to the Internet and
     related industries.

Because  Bingo.com,  Inc.  has limited  operating  history,  it is  difficult to
accurately forecast the revenues that will be generated.

We plan to significantly increase our operating expenses to expand our marketing
and sales  operations  related to Bingo.com,  Inc.,  establish  customer support
capabilities and fund the development of the Bingo.com,  Inc. web-site.  We have
based our current and future expense levels on the operating plans and estimates
of future revenue for Bingo.com,Inc.  We anticipate that the expenses related to
Bingo.com,  Inc. may increase.  The revenue and operating results for Bingo.com,
Inc.  are  difficult to  forecast.  As a result,  we may be unable to adjust our
spending in a timely manner to compensate for any unexpected  revenue shortfall.
We also may be unable to increase our spending  and expand our  operations  in a
timely  manner to  adequately  meet user  demand to the  extent it  exceeds  our
expectations.

If Bingo.Com, Inc.'s Web-Site is Unable to Achieve a Critical Mass of Registered
Users,  Advertisers  and  Consumers,  Bingo.Com,  Inc.  May Be  Unable  to  Sell
Advertising or to Generate Revenues

The success of our web-site may be dependent upon achieving  significant  market
acceptance of our site by  registered  users,  advertisers  and  consumers.  Our
web-site  has  achieved  very  limited  market  acceptance  to  date.   Internet
advertising  in general is at an early stage of  development  and most potential
advertisers  have only limited  experience  advertising on the Internet and have
not devoted a significant portion of their advertising  expenditures to Internet
advertising.  Advertising  through  priority  placement on our search service in
particular will be introduced in the future,  and we cannot predict the level of
its  acceptance as an  advertising  medium,  even if we achieve  initial  market
acceptance.   Our   competitors   and  potential   competitors  may  offer  more
cost-effective  advertising  solutions,  which  could  damage our  business.  In
addition,  our portal may not achieve significant acceptance by registered users
and  consumers.  Failure to achieve and maintain a critical  mass of  registered
users; advertisers and consumers would seriously harm our business.

If We Are Unable to Develop On-line Marketing  Partner and Relationships  with a
Network of  Affiliates,  Our Web-Site May Never  Achieve  Market  Acceptance  or
Generate Any Significant Advertising Revenues

We anticipate  that our web-site may depend on traffic from a limited  number of
third-party  web-sites.  We anticipate Bingo.com,  Inc. will obtain traffic from
these sources pursuant to short-term  agreements.  Bingo.com  (Canada) currently
has no  assurance  that  they  will be  successful  in  obtaining  any of  these
agreements on commercially acceptable terms.

We also  believe  that our future  success  in  penetrating  our target  markets
depends in part on our  ability to further  develop and  maintain  relationships
with network  affiliates.  These network affiliates provide their users with the
Bingo.com  links on  their  sites  or  direct  their  traffic  to the  Bingo.com
web-site.  We believe these  relationships  are important in order to facilitate
broad market acceptance of our service and enhance Bingo.com,  Inc.'s sales. Our
future ability to attract  consumers to our Bingo site may be dependent upon the
growth of our network affiliates,  which has not yet been established. If we are
unable  to  obtain  agreements  or  arrangements  for  traffic  on  commercially
acceptable  terms or to establish a  relationship  with a network of affiliates,
our business may never be successfully launched.



                                       19
<PAGE>

Our Business May be Subject to  Government  Regulation  and Legal  Uncertainties
that May Increase  the Costs of  Operating  Our Web-Site or Limit Our Ability to
Sell Advertising

There are currently few laws or regulations directly applicable to access to, or
commerce  on, the  Internet.  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  Bingo.com,  Inc. 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
Bingo.com,  Inc.  to  incur  significant  expenses  in  complying  with  any new
regulations.  The European  Union has  recently  adopted  privacy and  copyright
directives  that may  impose  additional  burdens  and  costs  on  international
operations.  In  addition,   several  telecommunications   carriers,   including
America's  Carriers'   Telecommunications   Association,  are  seeking  to  have
telecommunications  over the Internet  regulated  by the Federal  Communications
Commission, or FCC, in the same manner as other telecommunications services.

Because the growing popularity and use of the Internet has burdened the existing
telecommunications  infrastructure  and many areas with high Internet usage have
begun to experience  interruptions in phone services,  local telephone carriers,
such as Pacific Bell,  have  petitioned  the FCC to regulate the Internet and to
impose access fees.  Increased regulation or the imposition of access fees could
substantially  increase  the  costs of  communicating  on the  Web,  potentially
decreasing the demand for our service.

A number of proposals have been made at the federal,  state and local level that
would  impose  additional  taxes on the sale of goods and  services  through the
Internet.  Such proposals,  if adopted, could substantially impair the growth of
electronic  commerce  and could  adversely  affect us. Also,  Congress  recently
passed (and the President has signed into law) the Digital Millennium  Copyright
Act, which is intended to reduce the liability of on-line service  providers for
listing or linking to third-party web-sites that include materials that infringe
copyrights.  Congress  also  recently  passed (and the President has signed into
law) the Children's Online Protection Act and the Children's Online Privacy Act,
which will restrict the  distribution  of certain  materials  deemed  harmful to
children and impose  additional  restrictions on the ability of on-line services
to collect user information from minors.

Further,  Congress  recently  passed (and the President has signed into law) the
Protection of Children from Sexual Predators Act, which mandates that electronic
communication  service  providers  report  facts or  circumstances  from which a
violation of child  pornography laws is apparent.  Bingo.com,  Inc. is currently
reviewing  various  pieces of  legislation,  and cannot  currently  predict  the
effect, if any, that this legislation will have on our business. There can be



                                       20
<PAGE>

no assurance that this legislation will not impose significant  additional costs
on our business or subject the company to additional liabilities.  Moreover, the
applicability to the Internet of existing laws governing issues such as property
ownership, copyright,  defamation,  obscenity and personal privacy is uncertain.
Bingo.com,  Inc. may be subject to claims that our  services  violate such laws.
Any new  legislation  or  regulation  in the  United  States  or  abroad  or the
application  of existing laws and  regulations  to the Internet could damage our
business.

Due to the global nature of the Internet, it is possible that the governments of
other states and foreign  countries might attempt to regulate its  transmissions
or prosecute Bingo.com, Inc. for violations of their laws. Bingo.com, Inc. might
unintentionally violate such laws. Such laws may be modified, or new laws may be
enacted, in the future. Any such development could damage our business.

Item 2.    Properties

At December  31, 1999  Bingo.com  was leasing one  business  office  through our
subsidiary, at 702-543 Granville Street, Vancouver,  British Columbia,  pursuant
to a lease that expires on April 30, 2002.  The monthly rent payments  under the
lease are approximately  $2,380. We also pay for a pro rata share of common area
expenses such as insurance, cleaning services,  maintenance related to the space
we  rent.  Our  pro  rata  share  of  the  common  area  expenses  is  currently
approximately $2,120 per month.

Subsequent  to December 31, 1999,  Bingo.com  entered into a short term lease of
three months, expiring April 30, 2000, at C200 - 4223 Glencoe Avenue, Marina del
Rey,  California.  Base rent payments are $6341 per month.  Bingo.com expects to
make this or a  similar  leased  space the  principal  offices  of the  company.
Actions are being taken to sub-lease the space in Vancouver.

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

On  July  28,  1999,   we  were  advised  by  legal   counsel  for  Pan  Pacific
Communications,  an advisor to Bingo.com  Inc.,  that we  allegedly  breached an
agreement between us and Pan Pacific. Pan Pacific demanded payment, on or before
August 5, 1999, in the amount of $34,820,  the alleged balance owed by us to Pan
Pacific,  and  informed us that they would  commence  legal  action  seeking the
damages  with  interest  and costs.  We believe  the claim is without  merit and
intend to  vigorously  defend the claim.  As of March 2, 2000,  we are not aware
that any legal action has been commenced against us.

To the best of our knowledge,  we are not subject to any other active or pending
legal proceedings or claims against us, or any of our properties.  However, from
time  to  time,  we may  become  subject  to  claims  and  litigation  generally
associated with any business venture.

Item 4.    Submission of Matters to a Vote of Security Holders

None



                                       21
<PAGE>

Item 5.    Market for Registrant's Common Equity and Related Stockholder Matters

On March 19, 1997,  our common stock was approved for trading on the OTCBB under
the symbol PGLB. In January 1999, we changed our name from  Progressive  General
Lumber Corporation to Bingo.com, Inc., and our OTCBB symbol was changed to BIGG.
On July 26, 1999, we changed our trading symbol from BIGG to BIGR. There were no
trades of our securities on the OTCBB prior to the first quarter 1999.

The bid quotations set forth below, reflect inter-dealer prices,  without retail
mark-up, mark-down or commission and may not reflect actual transactions:

OTCBB

  -----------------------------------------------------------------------------
        1999                     High ($)            Low ($)         Volume
  -----------------------------------------------------------------------------
  1st Quarter                     8.75               1.875          6,404,500
  -----------------------------------------------------------------------------
  2nd Quarter                    13.125              3.75          12,198,800
  -----------------------------------------------------------------------------

On March 14,  2000,  the last  reported  sales  price of our  common  stock,  as
reported by the NASD OTC:BB was $1.75 .

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

Item 6.    Selected Financial Data

The  following   table  sets  forth   selected   financial  data  regarding  our
consolidated operating results and financial position. The data has been derived
from  our  consolidated  financial  statements,  which  have  been  prepared  in
accordance with accounting  principles  generally  accepted in the United States
("US GAAP").  See "Management's  Discussion and Analysis of Financial  Condition
and Results of Operation." The following selected financial data is qualified in
its  entirety  by,  and should be read in  conjunction  with,  the  consolidated
financial statements and notes thereto included elsewhere in this document.

<TABLE>
                                                                            Year Ended
                                                                           December 31,
                                           1999         1998        1997       1996        1995
                                       ------------- ----------- ----------- ---------- -----------
                                            $            $           $           $          $
<S>                                    <C>           <C>          <C>         <C>         <C>
Revenues                                                100         nil         nil        nil

General & Administrative               1,588,863      1,904         nil         nil        nil
  Expenses
Marketing & Advertising                  490,234        nil         nil         nil        nil
Software Development &                   408,241        nil         nil         nil        nil
  Royalties
Foreign exchange gain                                   nil         nil         nil        nil
Interest income                          126,001        nil         nil         nil        nil
Net (Loss) from Continuing            (2,361,337)    (1,804)        nil         nil        nil
Operations
Net (Loss) from                         (494,107)       nil         nil         nil        nil
  Discontinued Operations

Net Loss per Share                         (0.31)       nil         nil         nil        nil
</TABLE>




                                       22
<PAGE>

<TABLE>
                                                         Year Ended
                                                        December 31,
                                   1999       1998        1997       1996        1995
                                ----------- ---------- ----------- ---------- -----------
                                    $           $          $           $          $
<S>                             <C>         <C>         <C>        <C>         <C>
Working Capital (Deficiency)    3,251,649    (1,804)      nil        nil        nil

Total Assets                    4,990,371   157,600       nil        nil        nil

Total Liabilities                 325,643   159,404       nil        nil        nil

Shareholders' Equity            4,664,728    (1,804)      nil        nil        nil

Long-term Obligations               9,494       Nil       nil        nil        nil

Cash Dividends                        Nil       Nil       nil        nil        nil
</TABLE>


Item 7.  Management's Discussion and Analysis of Financial Condition and
          Results of Operation

The  information  contained  in this  Management's  Discussion  and  Analysis of
Financial   Condition  and  Results  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  different  from  the
expectations expressed in this Registration Statement.

RESULTS OF OPERATIONS

Year Ended December 31, 1999 Compared to the Year Ended December 31, 1998

The year ended December 31, 1999 was  effectively  our first year of operations.
Initially,  our  strategy  was to develop  an online  gaming  operation  with an
initial focus on bingo. Due to adverse changes in North American gaming laws, in
August,  1999 our board,  in the best interests of protecting our  shareholders,
decided to  prohibit  gaming in  jurisdictions  with laws that  prohibit  online
gaming.  From  August,  1999 to December  31, we revised our  business  plan and
focused on the  alternative of developing  our prize based,  play for free games
with an  emphasis  on  entertainment.  In  December  of 1999 we  launched a beta
version of our first play for free game and our revamped website.  Subsequent to
our year ended December 31, 1999, our board announced the  discontinuance of our
Antigua  based  gaming  operation  and we applied all of it's  resources  to our
revised business plan. In 1998, we had no active business  operations,  material
transactions or operating results.  As a result, we believe that a comparison of
our results for the year ended December 31, 1999 versus 1998 is not meaningful.

Total  assets  increased  to  $4,990,371  as of December  31,  1999  compared to
$157,600  at the  beginning  of the  fiscal  year.  The  primary  source of this
increase was $7,066,374  raised through the issuance of common stock for general
corporate purposes, and $226,563 of common shares allocated for issue to pay for
software and website  development . We invested  $281,395 in office and computer
equipment including software development equipment. $37,865 of capital equipment
was purchased through long term capital leases over terms of 24 to 60 months. We
also  acquired  the  Bingo.com  domain name during 1999 for $200,000 in cash and
500,000  shares of our common  stock,  which was valued at $2.00 per share.  Our
cash position increased by



                                       23
<PAGE>

$3,386,640  and our working  capital  position  increased to  $3,251,649  from a
deficit  of $1,804,  primarily  due to  previously  noted  financing  activities
undertaken during 1999.

$1,254,944 of $2,487,338 of total  expenses for  continuing  operations  for the
year  ended  December  31,  1999 was for  general  and  administrative  expenses
associated  with the start up and  refinement  of our  operations.  General  and
administrative  expenses  consist  primarily of payroll and consultant costs for
the Company's executive staff, accounting and administrative personnel, premises
costs,   legal  and  professional   fees  for  preparation  and  review  of  our
registration  statement,  insurance  and  other  general  corporate  and  office
expenses.  The balance of general and  administrative  expenses was $286,346 for
stock based  compensation  costs for our executive and corporate staff,  $40,669
for amortization of capital assets.

Marketing and advertising expenses were $490,234 for the year ended December 31,
1999.  We  spent  $292,392  on  initial  awareness  advertising  and for  banner
advertising  for our gaming  site.  The  balance of  marketing  and  advertising
expenses consists of payroll and consultant's costs, travel and office costs.

Our net loss from  continuing  operations  the twelve months ended  December 31,
1999, was  $2,361,337,  including the domain name royalty payment of $50,000 and
$358,241 of software  developments  costs and  website  improvements.  We expect
similar  or  greater  losses  into  the  foreseeable  future  as  we  build  our
operations.

Our loss for the twelve  months ended  December  31, 1999 from our  discontinued
gaming operation based in Antigua was $494,107.  These costs include  management
and customer  service payroll and  consultants  costs,  premises costs,  website
advertising expenses and our gaming software development costs. Also included in
the  loss is a  provision  for  future  costs  associated  with  winding  up the
operation in 2000 of $60,000.

We had a net loss of  $2,908,640  or $.31 per share for the year ended  December
31, 1999,  including net interest  income earned on our surplus cash balances of
$125,901.  We expect similar or greater losses into the foreseeable future as we
continue  to develop  our  website  and the  technologies  related to new games.
Revenue  generation and operating  income are dependent upon the  utilization of
significant  cash resources for  advertising and promotion,  new games,  and our
future successes at attracting prize sponsors and advertising customers.

Year Ended December 31, 1998 Compared to December 31, 1997

During the year ended December 31, 1997 we had no active business operations. As
a result, we had no material transactions or results of operations.

LIQUIDITY AND CAPITAL RESOURCES

We raised an aggregate of $6,066,374 in capital,  net of share  issuance  costs,
through  private  placements  during  1999 to finance  our  operations.  We also
allocated $226,563 in share capital for software development for our website, to
be issued to an arms  length  developer.  We  financed a portion of our  capital
equipment  purchases with $37,865 of capital lease  financing and repaid $14,048
under  contractual  terms.  We have not yet  generated  any net revenue from our
business operations.

As at December 31, 1999, we had cash and cash  equivalents of $3,382,529  versus
$157,600  at the  beginning  of the  year.  Our  working  capital  position  was
$3,251,649. We used $1,972,765



                                       24
<PAGE>

for continuing operating activities, $475,049 for discontinued operations during
the twelve months ended December 31, 1999 and $482,300 for investing activities.
Our investing activities includes $281,395 for the purchase of office,  computer
and software development equipment, $200,905 for our domain name purchase.

We currently project that available cash balances will be sufficient to fund our
operations  for the next 6 - 8  months,  provided  that we do not  identify  and
complete any acquisitions.  We are currently seeking additional equity financing
to implement  planned  investments  in  advertising,  software  development  and
personnel, to open an office in the U.S. and to preserve our working capital. We
have not made a final  determination  regarding  the terms and  conditions of an
equity  placement,  nor can we provide any assurance that such financing will be
available on  acceptable  terms,  if at all. Our  inability to raise  additional
financing  would  have a  material  adverse  effect on our  business  and on our
operations.

YEAR 2000 COMPLIANCE

Prior to January 1, 2000,  we devoted  resources in an effort to ensure that our
proprietary  software,  the  third-party  software  on which  we  rely,  and the
underlying systems and protocols did not contain error associated with Year 2000
date functions.  Since January 1, 2000 we have not experienced any disruption as
a result of Year 2000 problems.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

We currently have  instruments  sensitive to market risk relating to exposure in
changing  interest  rates and  market  prices.  We do not enter  into  financial
instruments  for trading or  speculative  purposes and do not currently  utilize
derivative financial instruments.  Our operations are conducted primarily in the
United States and as such are not subject to material foreign currency  exchange
rate risk.

The fair  value of our  investment  portfolio  or  related  income  would not be
significantly  impacted  by either a 100 basis  point  increase  or  decrease in
interest  rates due  mainly  to the short  term  nature of the  majority  of our
investment portfolio.

Item 8.    Financial Statements and Supplementary Data

Reference  is  made  to  the  financial  statements  listed  under  the  heading
"Financial  Statements"  of Item  14  herein,  which  financial  statements  are
incorporated herein by reference in response to this Item 8.

Item 9.    Changes in and Disagreements with Accountants on Accounting and
             Financial Disclosure

On  August  31,  1998,  Barry L.  Friedman,  P.C.  resigned  as our  independent
auditors.  Our financial  statements  for the years ended  December 31, 1997 and
1996  contain no  adverse  opinion or  disclaimer  of opinion  and have not been
qualified or modified as to  uncertainty,  audit scope,  or accounting  opinion.
Barry L.  Friedman,  P.C.  has not  been  associated  with any of our  financial
statements  subsequent to August 31, 1998. The change in  independent  chartered
accountants  was  effective  for  fiscal  1998,  was  approved  by our  board of
directors and was not due to any disagreement  between us and Barry L. Friedman,
P.C.



                                       25
<PAGE>

During the period  two  financial  years  prior to and  preceding  the change in
independent auditors,  there were no disagreements with Barry L. Friedman,  P.C.
on any  matter  of  accounting  principles  or  practices,  financial  statement
disclosures or auditing scope or procedure,  which disagreements if not resolved
to the  satisfaction  of Barry L. Friedman,  P.C. would have caused them to make
reference thereto in their report on our financial statements for the period. We
have authorized  Barry L. Friedman,  P.C. to respond fully to any subject matter
of any potential disagreement with respect to our financial statements.

We have not been  advised by Barry L.  Friedman,  P.C. or our current  auditors,
Davidson and Company,  Chartered Accountants,  of any of the following: (A) lack
of  internal  controls  necessary  to  for  us  to  develop  reliable  financial
statements;  (B) any information  that has come to the attention of our auditors
that has led them to no longer be able to rely on  management's  representations
or that has made them unwilling to be associated  with the financial  statements
prepared by management;  (C) any need to expand  significantly  the scope of our
auditors' audit or information  that has come to our auditors'  attention during
the  period  two  financial  years  prior to and  preceding  the  change  in our
independent auditors that if further  investigated,  would (i) materially impact
the  fairness  or  reliability  of the  previously  issued  audit  report or the
financial  statements  issued or covering such period or (ii) cause our auditors
to become  unwilling to rely on  management's  representations  or that has made
them  unwilling to be associated  with our financial  statements,  or due to the
resignation of Barry L. Friedman,  P.C. or any other reason, our auditor did not
so expand the scope of the audit or conduct such further investigation;  and (D)
any information that has come to the attention of our auditors that has led them
to conclude that such information materially impacts the fairness or reliability
of the audit reports or the financial  statements issued covering the period two
financial  years prior to and preceding the change in our  independent  auditors
(including  information  that,  unless  resolved,  to the  satisfaction  of such
auditor,  would prevent it from rendering an  unqualified  audit report on those
financial  statements) and due to the resignation of Barry L. Friedman,  P.C. or
any other reason, any issue has not been resolved to such auditor's satisfaction
prior to Barry L. Friedman, P.C.'s resignation.

We engaged  Davidson  and Company,  Chartered  Accountants,  as our  independent
auditors  on  February  1, 1999.  We engaged  Davidson  and Company to audit our
financial statement for the year ended December 31, 1998 and 1999. There were no
disagreements  with  Barry  L.  Friedman,  P.C.  on  any  matter  of  accounting
principles or practices,  financial  statement  disclosures or auditing scope or
procedure,  which  disagreements if not resolved to the satisfaction of Barry L.
Friedman,  P.C. would have caused them to make reference thereto in their report
on our financial statements for the period.



                                       26
<PAGE>

Item 10.  Directors and Executive Officers of the Registrant

The  information  set forth  under the  captions  "Election  of  Directors"  and
"Section  16(a)  Beneficial  Ownership  Reporting  Compliance"  in the Company's
definitive  Proxy  Statement for its 2000 Annual Meeting of  Shareholders  to be
filed with the  Securities  and Exchange  Commission on or before April 29, 2000
(the Proxy Statement is incorporated herein by reference).

Item 11.   Executive Compensation.

The information set forth under the captions  "Executive  Compensation and Other
Information"  and   "Compensation  of  Directors"  in  the  Proxy  Statement  is
incorporated herein by reference.

Item 12.   Security Ownership of Certain Beneficial Owners and Management

The  information set forth under the captions  "Securities  Ownership of Certain
Beneficial  Owners"  and  "Securities  Ownership  of  Management"  in the  Proxy
Statement is incorporated herein by reference.

Item 13.   Certain Relationships and Related Transactions

The information set forth under the caption "Certain  Relationships  and Related
Transactions  between  Management  and the  Company" in the Proxy  Statement  is
incorporated herein by reference.

Item 14.   Exhibits, Financial Statement Schedules, and Reports on Form 8-K

The following  financial  statements and related  schedules are included in this
Item:

(a)      (1)  Financial Statements

     Audited Financial Statements

     Auditor's Report

     Bingo.com,  Inc. (formerly  Progressive  General Lumber Corp.) Consolidated
     Balance Sheets as at December 31,1999.

     Bingo.com,  Inc. (formerly  Progressive  General Lumber Corp.) Consolidated
     Statements  of Income and Deficit for the periods  ended  December 31, 1999
     and 1998.

     Bingo.com,  Inc. (formerly  Progressive  General Lumber Corp.) Consolidated
     Statements of Changes in Financial  Position for the periods ended December
     31, 1999 and 1998.

     Notes to Consolidated Financial Statements.

     (2) Financial Statement Schedules

     Financial   statement   schedules  have  been  omitted   because  they  are
     inapplicable  or the  required  information  is shown  in the  Consolidated
     Financial Statements or Notes thereto.




                                       27
<PAGE>

(3)      Exhibits

Exhibit
Number          Description
------          -----------

 3.1*          Articles of Incorporation of Progressive  Lumber Corp.  effective
               January 12, 1987.

 3.2*          Articles of Amendment to Progressive  Lumber Corp.  filed on July
               17, 1998.

 3.3*          Articles of  Amendment  to  Progressive  Lumber  Corp.  effective
               January 22, 1999.

 3.4*          Bylaws of Bingo.com, Inc.

10.1*          Form of Stock Subscription Agreement dated December 1998.

10.2*          Asset  Purchase   Agreement  by  and  between  Bingo,   Inc.  and
               Progressive Lumber, Corp. dated January 18, 1999.

10.3*          Escrow Agreement by and among Bingo.com,  Inc.,  Bingo,  Inc. and
               Clark, Wilson dated January 27, 1999.

10.4*          Registrant Name Change Agreement by and among Network  Solutions,
               Bingo, Inc. and Bingo.com, Inc. dated January 1999.

10.5**         Lease Agreement by and between Harwood  Corporation and Bingo.com
               (Canada)  Enterprises Inc. & 559262 B.C. Ltd. commencing February
               1, 1999.

10.6*          Development   Agreement   by  and  between   Stratford   Internet
               Technologies Inc. and Bingo.com, Inc. dated February 17, 1999.

10.7*          Private   Placement   Subscription   Agreement   by  and  between
               Bingo.com, Inc and Dotcom Fund, S.A. dated February 11, 1999.

10.8*          Share Purchase Warrant issued to Dotcom Fund, S.A. dated February
               12, 1999.



                                       28
<PAGE>

Exhibit
Number          Description
------          -----------

10.9**         Application  and Agreement  for Merchant  Services by and between
               State Communications Ltd. and Global Payment Services dated April
               21, 1999.

10.10*         Subscription Agreement by and between Bingo.com, Inc and Goldberg
               Equity Fund dated April 23, 1999.

10.11*         Share Purchase Warrant issued to Goldberg Equity Fund dated April
               23, 1999.

10.12*         Declaration  of Trust made by Douglas  Albert  Lorne McLeod dated
               May 1999.

10.13**        Employment  Agreement  by and between  Bingo.com,  Inc. and Shane
               Murphy dated June 17, 1999, effective July 1, 1999.

10.14**        Agent Agreement by and between Bingo.com,  Inc. and Access World,
               Inc. dated April 6, 1999,

21.1**         List of Subsidiaries of Registrant

27.1           Financial Data Schedule

-------------------------
*    Previously filed with the Registrant's registration statement on Form 10 on
     June 9, 1999.
**   Previously filed with the Registrant's  amended  registration  statement on
     Form 10 on August 31, 1999.



                                       29
<PAGE>

                                   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, Inc.



March 30, 2000                   /s/ Shane Murphy
-----------------                ----------------------------------------------
(Date)                           Shane Murphy, Chief Executive Officer and
                                  Sole Director






<PAGE>
















                                 BINGO.COM, INC.

                   (formerly Progressive General Lumber Corp.)

                          (A Development Stage Company)

                        CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 1999


<PAGE>

                                                                A Partnership of
                                                      Incorporated Professionals
DAVIDSON & COMPANY=========Chartered Accountants================================



                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
Bingo.com, Inc.
(formerly Progressive General Lumber Corp. )
(A Development Stage Company)


We have audited the balance  sheets of  Bingo.com,  Inc.  (formerly  Progressive
General  Lumber  Corp.) as at December 31, 1999 and 1998 and the  statements  of
operations, stockholders' equity and cash flows for the years then ended and the
cumulative  amounts from incorporation on January 12, 1987 to December 31, 1999.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing standards
in the  United  States of  America.  Those  standards  require  that we plan and
perform an audit to obtain reasonable assurance whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audits provides a reasonable basis
for our opinion.

In our opinion,  these  financial  statements  present  fairly,  in all material
respects, the financial position of the Company as at December 31, 1999 and 1998
and the results of its  operations and  stockholders'  equity and its cash flows
for the years  then  ended and the  cumulative  amounts  from  incorporation  on
January 12, 1987 to December  31, 1999 in  accordance  with  generally  accepted
accounting principles in the United States of America.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note 2 to the  financial
statements,  the  Company  has no  established  source of  revenue.  This raises
substantial doubt about its ability to continue as a going concern. Management's
plan in regard to these  matters  are also  described  in Note 2. The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

                                                         /s/ Davidson & Company
Vancouver, Canada                                         Chartered Accountants

February 25, 2000


                   A Member of Accounting Group International
                   ==========================================

     Suite 1270, Stock Exchange Tower, 609 Granville Street, P.O. Box 10372,
                Pacific Centre, Vancouver, B.C., Canada V7Y 1G6
                Telephone (604) 687-0947   Fax (604) 687-6172



                                      F-1
<PAGE>

BINGO.COM, INC.
(formerly Progressive General Lumber Corp.)
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
(Expressed in United States Dollars)
AS AT DECEMBER 31
================================================================================

<TABLE>
                                                                                                       1999            1998
----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>              <C>
ASSETS

Current
    Cash and cash equivalents(Note 4)                                                       $    3,382,529   $      157,600
    Accounts receivable (allowance - Nil)                                                          102,239               -
    Prepaid expenses and security deposits                                                          83,030               -
                                                                                            ---------------  --------------
                                                                                                 3,567,798          157,600
Capital assets (Note 5)                                                                            221,668               -
Domain name rights (Note 6)                                                                      1,200,905               -
                                                                                            ---------------  --------------
                                                                                            $    4,990,371   $      157,600
============================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY

Current
    Accounts payable and accrued liabilities                                                $      187,914   $      159,404
    Loan payable (Note 7)                                                                           53,912               -
    Provision for discontinued operations                                                           60,000               -
    Current portion of capital obligations                                                          14,323               -
                                                                                            ---------------  --------------
                                                                                                   316,149          159,404
Capital lease obligations (Note 8)                                                                   9,494               -
                                                                                            ---------------  --------------
                                                                                                   325,643          159,404
                                                                                            ---------------  --------------
Stockholders' equity
    Capital stock
       Authorized
              50,000,000  common shares with a par value of $0.001
       Issued
               9,916,668  shares (December 31, 1998 - 1,000,000 shares)                              9,917            1,000
    Additional paid in capital                                                                   7,347,803            4,000
    Shares allotted for issue (Note 17a)                                                           226,563               -
    Deficit accumulated during the development stage                                            (2,915,444)          (6,804)
    Accumulative comprehensive other income                                                         (4,111)              -
                                                                                            ---------------  --------------
                                                                                                 4,664,728           (1,804)
                                                                                            ---------------  --------------
                                                                                            $    4,990,371   $      157,600
============================================================================================================================
</TABLE>

Nature and continuance of operations (Note 1)
Subsequent events (Note 17)
Commitment (Note 18)


On behalf of the Board:

                                  Director
---------------------------------


              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                      F-2
<PAGE>

BINGO.COM, INC.
(formerly Progressive General Lumber Corp.)
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Expressed in United States Dollars)
================================================================================

<TABLE>
                                                                                 Cumulative
                                                                                    Amounts
                                                                                       from
                                                                              Incorporation
                                                                                         on
                                                                                January 12,
                                                                                    1987 to       Year Ended       Year Ended
                                                                               December 31,     December 31,     December 31,
                                                                                       1999             1999             1998
------------------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>              <C>              <C>
OPERATING EXPENSES
    General and administrative                                              $    1,588,863   $    1,581,959   $           -
    Marketing and advertising                                                      490,234          490,234               -
    Royalties - domain name                                                         50,000           50,000               -
    Software and web site development                                              358,241          358,241               -
                                                                            --------------   ---------------  ---------------
                                                                                (2,487,338)      (2,480,434)          (1,904)
OTHER ITEM
    Interest income                                                                126,001          125,901              100
                                                                            --------------   ---------------  ---------------
Loss from continuing operations                                                 (2,361,337)      (2,354,533)          (1,804)
                                                                            --------------   ---------------  ---------------
Loss from discontinued operations, net of income taxes                            (494,107)        (494,107)              -

Estimated loss on disposal of discontinued operations                              (60,000)         (60,000)              -
                                                                            --------------   ---------------  ---------------
Loss from discontinued operations                                                 (554,107)        (554,107)              -
                                                                            --------------   ---------------  ---------------
Loss for the year                                                           $   (2,915,444)  $   (2,908,640)  $       (1,804)
============================================================================================================================
Loss from continuing operations                                             $           -    $        (0.25)  $        (0.01)

Loss from discontinued operations                                                       -             (0.05)              -

Loss on disposal of discontinued operations                                             -             (0.01)              -
                                                                            --------------   ---------------  ---------------
Basic and diluted loss per share (Note 3)                                   $           -    $        (0.31)  $        (0.01)
============================================================================================================================
Weighted average shares outstanding                                                     -         9,278,084        1,000,000
============================================================================================================================
</TABLE>




              The accompanying notes are an integral part of these
                       consolidated financial statements.




                                       F-3
<PAGE>

BINGO.COM, INC.
(formerly Progressive General Lumber Corp.)
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF COMPREHENSIVE OPERATIONS
(Expressed in United States Dollars)
================================================================================

<TABLE>
                                                                                 Cumulative
                                                                                    Amounts
                                                                                       from
                                                                              Incorporation
                                                                                         on
                                                                                January 12,
                                                                                    1987 to       Year Ended      Year Ended
                                                                               December 31,     December 31,    December 31,
                                                                                       1999             1999            1998
------------------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>              <C>              <C>
Net loss                                                                    $   (2,910,444)  $   (2,908,640)  $      (1,804)
                                                                            --------------   --------------   --------------
Other comprehensive income (loss), net of tax:
    Foreign currency translation adjustments                                        (4,111)          (4,111)              -
                                                                            --------------   --------------   -------------
Other comprehensive income (loss)                                                   (4,111)          (4,111)              -
                                                                            --------------   --------------   -------------
Comprehensive income                                                        $   (2,914,555)  $   (2,912,751)  $      (1,804)
============================================================================================================================

Loss from continuing operations                                             $           -    $        (0.25)  $       (0.01)

Loss from discontinued operations                                                       -             (0.05)              -

Loss on disposal of discontinued operations                                             -             (0.01)              -
                                                                            --------------   --------------   -------------
Basic and diluted loss per share (Note 3)                                   $           -    $        (0.31)  $       (0.01)
============================================================================================================================
Weighted average shares outstanding                                                     -         9,278,084       1,000,000
============================================================================================================================
</TABLE>





              The accompanying notes are an integral part of these
                       consolidated financial statements.





                                      F-4
<PAGE>

BINGO.COM, INC.
(formerly Progressive General Lumber Corp.)
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Expressed in United States Dollars)
================================================================================

<TABLE>

                                                                                                      Deficit
                                                                                                  Accumulated
                                Capital Stock            Additional    Cumulative        Shares    During the
                         ------------- ---------------      Paid-in   Translation  Allotted for   Development
                               Shares          Amount       Capital    Adjustment         Issue         Stage          Total
-----------------------------------------------------------------------------------------------------------------------------
<S>                        <C>        <C>             <C>           <C>           <C>           <C>             <C>
Balance, December 31,
 1995, 1996 and 1997        1,000,000  $      1,000    $     4,000   $        -    $        -    $     (5,000)  $        -

 Loss for the year                 -             -              -             -             -          (1,804)       (1,804)
                         ------------  ------------    -----------   -----------   -----------   ------------  ------------

Balance, December 31,
 1998                       1,000,000         1,000          4,000            -             -          (6,804)       (1,804)

 January, 1999 Private
    placement
    (Note 10a)              7,500,000         7,500         67,500            -             -              -         75,000

 January, 1999
    Domain name
    rights (Note 6)           500,000           500        999,500            -             -              -      1,000,000

 February, 1999
    Private placement
    (Note 10b)                500,000           500        999,500            -             -              -      1,000,000

 April, 1999 Private
    placement
    (Note 10c)                416,668           417      4,999,600            -             -              -      5,000,017

 Share issuance costs              -             -          (8,643)           -             -              -         (8,643)

 Loss for the year                 -             -              -             -             -      (2,908,640)   (2,908,640)

 Accumulative
    comprehensive
         other income              -             -              -         (4,111)           -              -         (4,111)
                         ------------  ------------    -----------   -----------   -----------   ------------  ------------
                            9,916,668         9,917      7,061,457        (4,111)           -      (2,915,444)    4,151,819
 Stock based
    compensation costs
     (Note 12)                     -             -         286,346            -             -              -        286,346
 Shares allotted for
    issue (Note 17a)               -             -              -             -        226,563             -        226,563
                         ------------  ------------    -----------   -----------   -----------   ------------  ------------
Balance, December 31,
    1999                    9,916,668  $      9,917    $ 7,347,803   $    (4,111)  $   226,563   $ (2,915,444)  $ 4,664,728
=============================================================================================================================
</TABLE>


              The accompanying notes are an integral part of these
                       consolidated financial statements.




                                      F-5
<PAGE>

BINGO.COM, INC.
(formerly Progressive General Lumber Corp.)
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Expressed in United States Dollars)
================================================================================

<TABLE>
                                                                                 Cumulative
                                                                                    Amounts
                                                                                       from
                                                                              Incorporation
                                                                                         on
                                                                                January 12,
                                                                                    1987 to       Year Ended       Year Ended
                                                                               December 31,     December 31,     December 31,
                                                                                       1999             1999             1998
------------------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>               <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

  Continued operations
     Loss for the year                                                      $    (2,361,337)   $  (2,354,533)   $      (1,804)
     Adjustment to reconcile net loss
       to net cash used in operating activities
       Amortization                                                                  40,669           40,669               -
       Stock based compensation costs                                               286,346          286,346

     Change in non-cash working capital items
       Increase in accounts receivable                                             (102,239)        (102,239)              -
       Increase in prepaid expenses and security deposits                           (83,030)         (83,030)              -
       Increase in accounts payable and accrued liabilities                         192,914           28,510          159,404
       Increase in loan payable                                                      53,912           53,912               -
                                                                            ---------------  ---------------  --------------
     Net cash used in continued operating activities                             (1,972,765)      (2,130,365)         157,600
                                                                            ---------------  ---------------  ---------------

  Discontinued operations
     Loss for the year                                                             (554,107)        (554,107)              -
     Adjustment to reconcile net loss
       to net cash used in operating activities
       Amortization                                                                  19,058           19,058               -
       Loss on disposal of discontinued operations                                   60,000           60,000               -
                                                                            ---------------  ---------------  --------------
     Net cash used in discontinued operating activities                            (475,049)        (475,049)              -
                                                                            ---------------  ---------------  --------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Domain name rights                                                               (200,905)        (200,905)              -
  Equipment                                                                        (281,395)        (281,395)              -
                                                                            ---------------  ---------------  --------------
  Net cash used in investing activities                                            (482,300)        (482,300)              -
                                                                            ---------------  ---------------  --------------
</TABLE>


                                  - continued -




                                      F-6
<PAGE>


BINGO.COM, INC.
(formerly Progressive General Lumber Corp.)
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Expressed in United States Dollars)
================================================================================

<TABLE>
                                                                                 Cumulative
                                                                                    Amounts
                                                                                       from
                                                                              Incorporation
                                                                                         on
                                                                                January 12,
                                                                                    1987 to       Year Ended       Year Ended
                                                                               December 31,     December 31,     December 31,
                                                                                       1999             1999             1998
------------------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>              <C>              <C>
Continued.....

CASH FLOWS FROM FINANCING ACTIVITIES
  Capital lease obligations                                                          23,817           23,817               -
  Proceeds from issuance of common stock                                          6,075,017        6,075,017               -
  Shares allotted for issue                                                         226,563          226,563
  Share issuance costs                                                               (8,643)          (8,643)              -
                                                                            ---------------  ---------------  --------------
  Net cash provided by financing activities                                       6,316,754        6,316,754               -
                                                                            ---------------  ---------------  --------------

Net increase in cash and cash equivalents                                         3,386,640        3,229,040         157,600

Effect of exchange rates on cash and cash equivalents                                (4,111)          (4,111)              -

Cash and cash equivalents at the beginning of year                                       -           157,600               -
                                                                            ---------------  ---------------  --------------

Cash and cash equivalents at end of year                                    $     3,382,529    $   3,382,529    $    157,600
=============================================================================================================================
</TABLE>


Supplemental disclosure with respect to cash flows (Note 13)




              The accompanying notes are an integral part of these
                       consolidated financial statements.







                                      F-7
<PAGE>

BINGO.COM, INC.
(formerly Progressive General Lumber Corp.)
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
================================================================================


1.   HISTORY AND ORGANIZATION OF THE COMPANY

     The Company was organized 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. The Company is a development
     stage high tech company  created to provide an online bingo gaming business
     via the Internet.  During 1999,  the Company  decided to diversify into the
     non-gambling  internet  business  by  developing  a new  free  bingo  based
     entertainment and lifestyle portal.

     On July 17,  1998,  the State of Florida  approved the  Company's  restated
     Articles of Incorporation,  which increased its  capitalization  from 7,500
     common shares to 50,000,000  common shares.  The par value was changed from
     $1.00 to $0.001.

     In  addition,  the  Company  forward  split its common  stock  200:1,  thus
     increasing  the number of  outstanding  common  shares from 5,000 shares to
     1,000,000   shares.   All  common  share  and  per  share  data  have  been
     retroactively adjusted to reflect the stock split.

2.   GOING CONCERN

     The  Company's  financial  statements  are  prepared  using  the  generally
     accepted  accounting  principles  applicable  to  a  going  concern,  which
     contemplates  the  realization of assets and  liquidation of liabilities in
     the normal course of business.  However,  the company has no current source
     of revenue. Without realization of additional capital, it would be unlikely
     for the Company to continue as a going concern.  It is management's plan in
     this regard to obtain additional working capital through equity financings.

3.   SIGNIFICANT ACCOUNTING POLICIES

     Principles of consolidation

     These consolidated financial statements include the accounts of the Company
     and the accounts of its wholly owned subsidiaries, Bingo.com (Canada) Inc.,
     Bingo.com  (Antigua) Inc. and Bingo.com  (Wyoming)  Inc. All  inter-company
     balances and transactions have been eliminated upon consolidation.

     Revenue recognition

     The Company intends to generate revenue from the sale of advertising  space
     and time on the web-site,  entering into arrangements with sponsors to post
     links to their  web-sites  and running  promotional  campaigns for arranged
     fees.  Revenue will be recognized when the services have been performed and
     the collection is reasonably assured.

     Use of estimates

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that  affect the  reported  amount of assets and  liabilities,
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements  and the  reported  amount of revenues  and  expenses
     during the year. Actual results could differ from these estimates.



                                      F-8
<PAGE>

BINGO.COM, INC.
(formerly Progressive General Lumber Corp.)
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
================================================================================


3.   SIGNIFICANT ACCOUNTING POLICIES (cont'd.....)

     Cash and cash equivalents

     Cash and cash equivalents  include highly liquid  investments with original
     maturities of three months or less.

     Software development

     The Company has adopted Statement of Position 98-1 ("SOP 98-1") "Accounting
     for the Costs of Computer Software Developed or Obtained for Internal Use",
     as its accounting policy for internally  developed computer software costs.
     Under  SOP  98-1,  computer  software  costs  incurred  in the  preliminary
     development  stage  are  expensed  as  incurred.  Computer  software  costs
     incurred  during the  application  development  stage are  capitalized  and
     amortized over the software's estimated useful life.

     Domain name

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

     Capital assets

     Capital  assets  will be recorded  at cost less  accumulated  amortization.
     Amortization  will be provided for  annually  using the  declining  balance
     method at the following rates:

          Office & computers                                               20%
          Software development and web-site equipment                      30%

     Advertising costs

     The Company recognizes advertising expenses in accordance with Statement of
     Position  98-7,  "Reporting on  Advertising  Costs'.  As such,  the Company
     expenses the cost of  communicating  advertising in the period in which the
     advertising space or airtime is used.

     Gaming license

     The  company's  gaming  license  represents  an annual cost of securing and
     maintaining a license to operate an online internet bingo in the Country of
     Antigua.  The annual costs of the license of $100,000 were expensed as part
     of the loss  from  discontinued  operations  in 1999 as the  Company  is no
     longer operating the online internet bingo game in Antigua.

     Foreign currency translation

     The Company accounts for foreign  currency  transactions and translation of
     foreign  currency   financial   statements  under  Statement  of  Financial
     Accounting  Standards No. 52, "Foreign Currency  Translation"  ("SFAS 52").
     Transaction  amounts  denominated  in foreign  currencies are translated at
     exchange  rates  prevailing  at  transactions  dates.  Carrying  values  of
     monetary  assets and liabilities are adjusted at each balance sheet date to
     reflect the exchange rate at that date. Non monetary assets and liabilities
     are translated at the exchange rate on the original transaction date. Gains
     and losses from restatement of foreign  currency  monetary and non-monetary
     assets and  liabilities  are included in income.  Revenues and expenses are
     translated at the rates of exchange  prevailing on the dates such items are
     recognized in earnings.



                                      F-9
<PAGE>

BINGO.COM, INC.
(formerly Progressive General Lumber Corp.)
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
================================================================================


3.   SIGNIFICANT ACCOUNTING POLICIES (cont'd.....)

     Foreign currency translation (cont'd.....)

     Financial  statements  of  the  Company's  Canadian  subsidiary,  Bingo.com
     (Canada) Inc. are translated into US dollars using the exchange rate at the
     balance sheet date for assets and liabilities.  The functional  currency of
     Bingo.com  (Canada)  Inc.  is the  local  currency,  the  Canadian  dollar.
     Translation adjustments, if necessary, are recorded as a separate component
     of Stockholders' Equity.

     Accounting for derivative instruments and hedging activities

     In  September  1998,  the  Financial   Accounting  Standards  Board  issued
     Statement  of  Financial   Accounting   Standards  No.  133  ("SFAS  133"),
     "Accounting  for  Derivative  Instruments  and  Hedging  Activities"  which
     establishes  accounting and reporting standards for derivative  instruments
     and for hedging  activities.  SFAS 133 is effective for all fiscal quarters
     of fiscal  years  beginning  after June 15,  1999.  In June 1999,  the FASB
     issued SFAS 137 to defer the effective date of SFAS 133 to fiscal  quarters
     of fiscal  years  beginning  after  June 15,  2000.  The  Company  does not
     anticipate  that the  adoption  of the  statement  will have a  significant
     impact on its financial statements.

     Stock-based compensation

     Statement  of  Financial  Accounting  Standards  No. 123,  "Accounting  for
     Stock-Based  Compensation,"  encourages, but does not require, companies to
     record  compensation cost for stock-based  employee  compensation  plans at
     fair value. The Company has chosen to account for stock-based  compensation
     using  Accounting  Principles  Board Opinion No. 25,  "Accounting for Stock
     Issued to Employees."  Accordingly  compensation  cost for stock options is
     measured as the excess, if any, of the quoted market price of the Company's
     stock at the date of the grant over the amount an  employee  is required to
     pay for the stock.

     Taxes on income

     The Company accounts for income taxes under an asset and liability approach
     that requires the  recognition of deferred tax assets and  liabilities  for
     expected future tax consequences of events that have been recognised in the
     Company's  financial  statements or tax returns.  In estimating  future tax
     consequences,  the Company  generally  considers all expected future events
     other than enactment's of changes in the tax laws or rates.

     Loss per share

     In February 1997, the Financial Accounting Standards Board issued Statement
     of Financial  Accounting  Standards  No. 128,  "Earnings  Per Share" ("SFAS
     128").  Under  SFAS 128,  basic and  diluted  earnings  per share are to be
     presented.  Basic  earnings  per  share  is  computed  by  dividing  income
     available to common  shareholders by the weighted  average number of common
     shares  outstanding  in the period.  Diluted  earnings per share takes into
     consideration common shares outstanding  (computed under basic earnings per
     share) and potentially dilutive common shares.

     Comprehensive income

     The Company has adopted Statement of Financial Accounting Standards No. 130
     ("SFAS 130"), "Reporting  Comprehensive Income". This statement establishes
     rules for the reporting of  comprehensive  income and its  components.  The
     adoption  of SFAS 130 had no  impact  on total  stockholders'  equity as of
     December 31, 1999.



                                      F-10
<PAGE>

BINGO.COM, INC.
(formerly Progressive General Lumber Corp.)
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
================================================================================


4.   CASH AND CASH EQUIVALENTS

     Cash and cash  equivalents  contain  an amount of  $22,352  representing  a
     pledge collateral for a corporate credit card.

5.   CAPITAL ASSETS
<TABLE>

     ===================================================================================================================
                                                                                                  Net Book Value
                                                                              Accumulated  --------------- --------------
                                                                     Cost    Amortization            1999           1998
     -------------------------------------------------------------------------------------------------------------------
     <S>                                                     <C>            <C>             <C>             <C>
     Office and computer equipment                           $    123,506   $    24,309     $     99,197     $        -
     Software development and web-site equipment                  157,889        35,418          122,471              -
                                                                 --------       -------         --------         -------
                                                             $    281,395   $    59,727     $    221,668     $        -
     ===================================================================================================================
</TABLE>

     Software  development  costs  represent  amounts  incurred  to develop  the
     Company's portal web-site.

6.   DOMAIN NAME RIGHTS

     An  agreement to purchase  the right to use the domain name  Bingo.com  was
     acquired as follows:

          -    $200,000 cash (paid)

          -    500,000  common  shares  (issued) at a deemed  price of $2.00 per
               share

     In addition,  the Company is required to make  quarterly  royalty  payments
     with a minimum guarantee of $1,100,000.  Commencing July 1, 1999, a payment
     of $50,000 is due 60 days after the end of each business quarter,  for four
     consecutive  quarters.  On July 1, 2000, four more consecutive  payments of
     $75,000 are due 60 days after the end of each business quarter.  On July 1,
     2001, four more consecutive  payments of $100,000 are due 60 days after the
     end of each business quarter. During the current year, royalties of $50,000
     were paid.

         ======================================================= ===============

         Domain name                                       1999           1998
         ------------------------------------------------------- ---------------
         Bingo.com                                $   1,200,000    $        -
         Other                                              905             -
                                                  -------------    ------------
                                                  $   1,200,905             -
         ======================================================= ===============


7.   LOAN PAYABLE

     The loan  payable of $50,000 to Lindlay  Equity Fund bears  interest at 12%
     per annum with no specific  terms of  repayment.  During the current  year,
     interest expense of $3,912 was accrued.



                                      F-11
<PAGE>

BINGO.COM, INC.
(formerly Progressive General Lumber Corp.)
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
================================================================================


8.   CAPITAL LEASE OBLIGATIONS

     Future minimum lease payments under capital leases are as follows:

    ============================================================================
                                                            1999           1998
    ------------------------------------------------------------- --------------
    Total minimum lease payments                   $      25,639  $          -
    Less:  amount representing interest                   (1,822)            -
                                                   -------------  ------------
    Balance of obligation                                 23,817             -
    Less:  due within one year                           (14,323)            -
                                                   -------------  ------------
                                                   $       9,494  $          -
    ============================================================================


9.   COMPREHENSIVE INCOME

     Total comprehensive loss for the year ended December 31, 1999 and 1998 were
     $(2,912,751)  and $(1,804),  respectively.  The only item included in other
     comprehensive  loss is  foreign  currency  translation  adjustments  in the
     amounts of $4,111 and $Nil,  respectively  for the years ended December 31,
     1999 and 1998.

    ============================================================================
                                                      Foreign     Accumulated
                                                     Currency         Compre-
                                                  Translation         hensive
                                                   Adjustment            Loss
    ----------------------------------------------------------------------------
    Beginning balance, December 31, 1998        $          -   $          -
    Current - year change                              (4,111)        (4,111)
                                                -------------  -------------
    Ending balance, December 31, 1999           $      (4,111) $      (4,111)
    ============================================================================


10.  CAPITAL STOCK

     a)   The Company  issued  7,500,000  shares under a private  placement  for
          $0.01 per share for total proceeds of $75,000.

     b)   The Company  issued  500,000 units through a private  placement,  each
          unit consisting of one common share and one share purchase warrant for
          $2.00 per unit for total proceeds of  $1,000,000.  Each share purchase
          warrant entitles the holder to acquire one additional  common share at
          $2.00 per share until February 11, 2000.

     c)   The Company  issued  416,668 units through a private  placement,  each
          unit consisting of one share and one share purchase warrant for $12.00
          per unit for total proceeds of $5,000,017. Each share purchase warrant
          entitles the holder to acquire one  additional  common share at $12.00
          per share until April 22, 2000 and at $15.00 per share until April 22,
          2001.



                                      F-12
<PAGE>

BINGO.COM, INC.
(formerly Progressive General Lumber Corp.)
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
================================================================================


11.  OPTIONS AND WARRANTS

     At December 31, 1999,  employee and director  incentive  stock options were
     outstanding  enabling  the  optionees  to acquire the  following  number of
     common shares.

        ======================================================================
           Number            Exercise
         of Shares             Price                     Expiry Date
        ----------------------------------------------------------------------
          600,000             $4.75                      July 1, 2004
          215,000              3.00                      December 1, 2004
          210,000              1.45                      December 1, 2004
        ======================================================================

     At December 31, 1999,  warrants  were  outstanding  enabling the holders to
     acquire the following number of common shares:

        ======================================================================
           Number            Exercise
         of Shares             Price                     Expiry Date
        ----------------------------------------------------------------------
          500,000              $2.00                      February 11, 2000
          416,668              12.00                      April 22, 2000
                      then at  15.00                      April 22, 2001
        ======================================================================

12.  STOCK BASED COMPENSATION PLAN

     Compensation

     The  Company  applies  Accounting   Principles  Board  Opinion  No.  25  in
     accounting  for its stock option  plan.  There were  compensation  costs of
     $286,346  incurred based on options granted in 1999. Had compensation  cost
     been  recognized  on the  basis of fair  value  pursuant  to  Statement  of
     Financial Accounting Standards No. 123, net income and loss per share would
     have been adjusted as follows:

     =========================================================================
                                                   Year Ended      Year Ended
                                                         1999            1998
     -------------------------------------------------------------------------
     Net loss
         As reported                            $  (2,908,640) $      (1,804)
                                                ============== ===============
         Pro forma                              $  (2,858,522) $      (1,804)
                                                ============== ===============
     Basic and diluted loss per share
         As reported                            $       (0.31) $       (0.01)
                                                ============== ===============
         Pro forma                              $       (0.31) $       (0.01)
     ==========================================================================



                                      F-13
<PAGE>

BINGO.COM, INC.
(formerly Progressive General Lumber Corp.)
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
================================================================================


12.  STOCK BASED COMPENSATION PLAN (cont'd.....)

     In  determining  the fair  value  of  these  employee  stock  options,  the
     following assumptions were used:

     ===========================================================================
                                                           1999            1998
     ---------------------------------------------------------------------------
     Risk free interest rate                              5.00%              -
     Expected life                                      5 years              -
     Expected volatility                                141.03%              -
     Expected dividends                                    -                 -
     ===========================================================================

     The  following is a summary of the status of stock options  outstanding  at
     December 31, 1999:

<TABLE>
     =====================================================================================================================
                                                                Outstanding Options             Exercisable Options
                                                                -------------------             -------------------
                                                                 Weighted
                                                                  Average        Weighted                        Weighted
                                                                Remaining         Average                         Average
     Range of                                                 Contractual        Exercise                        Exercise
     Exercise Prices                 Number                  Life (Years)           Price          Number           Price
     ---------------------------------------------------------------------------------------------------------------------
    <S>                            <C>                          <C>             <C>            <C>               <C>
     $   4.75                       600,000                     4.50                4.75           37,500           4.75
         3.00                       215,000                     3.92                3.00           20,000           3.00
         1.45                       210,000                     3.92                1.45           26,667           1.45
     =====================================================================================================================
</TABLE>


     Following is a summary of the stock based compensation plan during 1999:

<TABLE>
     ====================================================================================================================
                                                                                                                Weighted
                                                                                                                 Average
                                                                                                  Number        Exercise
                                                                                               of Shares           Price
     --------------------------------------------------------------------------------------------------------------------
     <S>                                                                                    <C>           <C>
     Outstanding and exercisable at January 1, 1999                                                   -     $         -
         Granted                                                                               1,025,000           3.72
         Exercised                                                                                    -               -
         Forfeited                                                                                    -               -
                                                                                           -------------   -------------
     Outstanding and exercisable at December 31, 1999                                          1,025,000    $      3.72
                                                                                           =============   =============
     Weighted average fair value of options granted during 1999                                             $      2.35
     =====================================================-==============================================================
</TABLE>



                                      F-14
<PAGE>

BINGO.COM, INC.
(formerly Progressive General Lumber Corp.)
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
================================================================================


13.  SUPPLEMENTAL DISCLOSURES WITH RESPECT TO OPERATING, FINANCING AND INVESTING
     ACTIVITIES

<TABLE>
                                                                                Cumulative
                                                                                   Amounts
                                                                                      from
                                                                             Incorporation
                                                                                        on
                                                                               January 12,
                                                                                   1987 to       Year Ended       Year Ended
                                                                              December 31,     December 31,     December 31,
                                                                                      1999             1999             1998
        ---------------------------------------------------------------------------------------------------------------------
        <S>                                                                <C>              <C>              <C>
        Cash paid during the year for interest                             $            -   $        12,630  $            -

        Cash paid during the year for income taxes                                      -                -                -

        Non cash investing and financing activities:

            Issuance of common stock for domain name rights                      1,000,000        1,000,000               -
        =====================================================================================================================
</TABLE>


     For the year ended  December 31, 1999,  the Company  issued  500,000 common
     shares at a deemed  price of $2.00 for the  purchase of a domain name (Note
     6). There were not non-cash  transactions  for the year ended  December 31,
     1998.

14.  DISCONTINUED OPERATIONS

     Subsequent to year end, the Company  announced that it has discontinued and
     wound-up its Antigua based  internet  gaming  operations.  These  financial
     statements have been adjusted to include the effects of reclassification of
     the discontinued  operation.  In addition, the Company recorded a provision
     of $60,000  for  on-going  costs  associated  with the  wind-up in the next
     fiscal year.

     The balance sheet includes the following amounts  applicable to the Antigua
     operations:

<TABLE>
==============================================================================================
                                                                        1999             1998
----------------------------------------------------------------------------------------------
<S>                                                             <C>               <C>
Current assets                                                  $      7,782    $         -
Capital assets, net of accumulated depreciation                       67,494              -
Other assets                                                          21,175              -
Current liabilities                                                   51,550              -
Non-current liabilities                                               53,912              -
==============================================================================================
</TABLE>



                                      F-15
<PAGE>

BINGO.COM, INC.
(formerly Progressive General Lumber Corp.)
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
================================================================================


15.  RELATED PARTY TRANSACTIONS

     During the year, the Company entered into the following  transactions  with
     related parties:

     a)   The Company  entered into an employment  agreement  with the Company's
          President,  Chief Executive Officer,  Secretary and Treasurer and Sole
          Director  ("Sole Officer and  Director"),  effective July 1, 1999. The
          initial  term of the  agreement  is three  years  at a salary  rate of
          $250,000 (Canadian dollars) or approximately $172,000 (US dollars) per
          year.  The Company also granted  options to acquire  600,000 shares of
          the  Company's  common  stock at a price of $4.75 per share (Note 11),
          subject  to  vesting  provisions.  In  the  event  of  termination  of
          employment,  provisions exist for certain compensation if the contract
          is terminated prematurely.

     The  Company's  Board of Directors  agreed to re-price  the share  purchase
     options  granted to the  Company's  Sole Officer and Director to reflect an
     exercise  price of $1.31 per share and amend  certain  vesting  terms.  The
     amendment and re-pricing is subject to shareholder ratification at the next
     annual meeting of the shareholders.

     b)   The  Company  provided an  interest-free  loan to the  Company's  Sole
          Officer and Director of $70,000 Canadian dollars ($48,212 US dollars),
          repayable over 12 months.  As at December 31, 1999,  $49,583  Canadian
          dollars  ($34,336 US  dollars)  remained  outstanding,  in addition to
          $5,286  Canadian  dollars  ($3,640  US  dollars)  of  other  unsecured
          advances.   The  amounts  are  included  in  the  Company's   accounts
          receivable.

16.  INCOME TAXES

     Subject to certain  restrictions,  the Company has certain operating losses
     available to reduce  taxable  income of future  years.  Future tax benefits
     which may arise as a result of these  losses and resource  deductions  have
     not been recognized in these financial statements.

     The  Company  has not  recorded  potential  future  income tax  benefits of
     $991,000 in operating losses which expire as follows:

           2012                                    $         5,000
           2019                                              1,804
           2020                                          2,908,640
                                                   ---------------
                                                   $     2,915,444

     A  reconciliation  of the U.S.  statutory  federal  income  tax rate to the
     effective rate is as follows:

<TABLE>
=====================================================================================================================
                                                                                       December 31,     December 31,
                                                                                               1999             1998
---------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>              <C>
U.S. federal statutory graduated rate                                                     15.00%            15.00%
State income tax rate, net of federal benefit                                              7.00%             7.00%
Net operating loss for which no tax benefit is currently available                       (22.00)%          (22.00)%
                                                                                    -------------     -------------
                                                                                           0.00%             0.00%
=====================================================================================================================
</TABLE>



                                      F-16
<PAGE>

BINGO.COM, INC.
(formerly Progressive General Lumber Corp.)
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
================================================================================


16.  INCOME TAXES (cont'd.....)

     At  December  31,  1999,  deferred  taxes  consisted  of a net tax asset of
     $991,000 due to operating loss carryforwards of $2,915,444, which was fully
     allowed for in the valuation allowance of $991,000. The valuation allowance
     offsets the net deferred asset for which there is no assurance of recovery.
     The change in the valuation allowance for the years ended December 31, 1998
     and 1999  were  $1,700  and  $989,300,  respectively.  Net  operating  loss
     carryforwards will expire in 2020.

     The  valuation  allowance  will  be  evaluated  at the  end of  each  year,
     considering  positive and negative evidence about whether the asset will be
     realized.  At that time, the allowance will either be increased or reduced;
     reduction  could result in the  complete  elimination  of the  allowance if
     positive evidence indicates that the value of the deferred tax asset is not
     longer impaired and the allowance is no longer required.

17.  SUBSEQUENT EVENTS

     a)   The  Company  issued  125,000  common  share at a price of $1.8125 per
          share to  Stratford  Technologies  Inc.  ("Stratford")  in return  for
          Stratford's services to develop the Company's portal web-site.

     b)   In February, 2000, the Company announced that it would discontinue its
          Antigua based gaming  operations and was proceeding  with a wind-up of
          the operations.

     c)   The Company repaid the loan described in Note 7.

18.  COMMITMENT

     The Company has entered  into an  agreement  in  principle,  to license its
     gaming  software to an unrelated part (the  "Licensee").  The Licensee will
     receive  a  perpetual,  non-exclusive,  non-transferable  right  to use the
     Company's  gaming  software  in  jurisdictions   where  on-line  gaming  is
     permitted by law. On closing,  the Licensee  will pay the Company  $100,000
     and on-going monthly royalties of 50% of Net Monthly Revenues.  Net Monthly
     Revenue is defined as gross gaming receipts net of winnings, less a maximum
     of 5% for credit card processing fees and certain other operating expenses.
     The Company  anticipates  completing  the agreement in the first quarter of
     2000.



                                      F-17




<PAGE>
                                 EXHIBIT INDEX

Exhibit
Number          Description
------          -----------
 3.1*          Articles of Incorporation of Progressive  Lumber Corp.  effective
               January 12, 1987.

 3.2*          Articles of Amendment to Progressive  Lumber Corp.  filed on July
               17, 1998.

 3.3*          Articles of  Amendment  to  Progressive  Lumber  Corp.  effective
               January 22, 1999.

 3.4*          Bylaws of Bingo.com, Inc.

10.1*          Form of Stock Subscription Agreement dated December 1998.

10.2*          Asset  Purchase   Agreement  by  and  between  Bingo,   Inc.  and
               Progressive Lumber, Corp. dated January 18, 1999.

10.3*          Escrow Agreement by and among Bingo.com,  Inc.,  Bingo,  Inc. and
               Clark, Wilson dated January 27, 1999.

10.4*          Registrant Name Change Agreement by and among Network  Solutions,
               Bingo, Inc. and Bingo.com, Inc. dated January 1999.

10.5**         Lease Agreement by and between Harwood  Corporation and Bingo.com
               (Canada)  Enterprises Inc. & 559262 B.C. Ltd. commencing February
               1, 1999.

10.6*          Development   Agreement   by  and  between   Stratford   Internet
               Technologies Inc. and Bingo.com, Inc. dated February 17, 1999.

10.7*          Private   Placement   Subscription   Agreement   by  and  between
               Bingo.com, Inc and Dotcom Fund, S.A. dated February 11, 1999.

10.8*          Share Purchase Warrant issued to Dotcom Fund, S.A. dated February
               12, 1999.

10.9**         Application  and Agreement  for Merchant  Services by and between
               State Communications Ltd. and Global Payment Services dated April
               21, 1999.

10.10*         Subscription Agreement by and between Bingo.com, Inc and Goldberg
               Equity Fund dated April 23, 1999.

10.11*         Share Purchase Warrant issued to Goldberg Equity Fund dated April
               23, 1999.

10.12*         Declaration  of Trust made by Douglas  Albert  Lorne McLeod dated
               May 1999.

10.13**        Employment  Agreement  by and between  Bingo.com,  Inc. and Shane
               Murphy dated June 17, 1999, effective July 1, 1999.




<PAGE>

Exhibit
Number          Description
------          -----------

10.14**        Agent Agreement by and between Bingo.com,  Inc. and Access World,
               Inc. dated April 6, 1999,

21.1**         List of Subsidiaries of Registrant

27.1           Financial Data Schedule

-------------------------
*    Previously filed with the Registrant's registration statement on Form 10 on
     June 9, 1999.
**   Previously filed with the Registrant's  amended  registration  statement on
     Form 10 on August 31, 1999.