UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

FORM
10-KSB

(Mark
One)

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

SECURITIES EXCHANGE ACT OF 1934

For the
fiscal year ended: December 31, 2004

Or

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

SECURITIES
  EXCHANGE ACT OF 193

For
the transition period from  to

Commission
file number:000-26319



Bingo.com,
  Inc.

(Name of small business issuer in its
charter)



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



1166
Alberni Street, Suite 1405

Vancouver,
BC, Canada, V6E 3Z3

(604)
694-0300

| | (Address
      of principal executive offices,
      zip
      code, and Issuer's telephone number) | 
| | --------------------------------------------------------------------------------------------------- | 

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

None

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

Securities
registered pursuant to section 12(g) of the Act:

COMMON
  STOCK, PAR VALUE $0.001 PER SHARE

(Title
of class)



Check
  whether the issuer (1) filed all reports required to be filed by Section 13 or
  15(d) of the Exchange Act during the past 12 months (or for such shorter
  period that the registrant was required to file such reports), and (2) has
  been subject to such filing requirements for the past 90 days. |X| Yes |_| No

Check
  if there is no disclosure of delinquent filers in response to Item 405 of
  Regulation S-B is not contained in this form, and no disclosure will be
  contained, to the best of registrant's knowledge, in definitive proxy or
  information statements incorporated by reference in Part III of this Form
  10-KSB or any amendment to this Form 10-KSB []

State
  issuer's revenues for its most recent fiscal year. $1,158,620

State
  the aggregate market value of the voting and non-voting common equity held by
  non-affiliates 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 21, 2005
  being $0.95 per share: $23,593,284. The
  number of shares of the issuer's common stock outstanding on March 21, 2005 was 24,835,036.
  Our common stock is traded on the National Association of Securities Dealers
  Over-the-Counter Bulletin Board market under the symbol "BIGR".

DOCUMENTS
INCORPORATED BY REFERENCE

The
  merger with Bingo.com, Ltd., which was approved by the Securities Exchange
  Commission on March 8, 2005, and is effective on April 4, 2005, is described
  in the prospectus filed under Rule 424(b) of the Securities Act and the Form
  S4, which were filed on March 9, 2005 and March 4, 2005 respectively.

Transitional Small Business Disclosure Format (check one): Yes [ 
  ]; No [ X ]



1

###### TABLE OF CONTENTS

PART
  I..............................................................................................................................................
  3

ITEM 1.
  DESCRIPTION OF BUSINESS....................................................................................
  3

ITEM 2.
  DESCRIPTION OF PROPERTY...................................................................................
  9

ITEM 3.
  LEGAL PROCEEDINGS...............................................................................................
  9

ITEM 4.
  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.................. 10

PART
  II...........................................................................................................................................
  11

ITEM 5.
  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
    MATTERS...................................................................................................................................11

ITEM 6.
  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION..12

ITEM 7.
  FINANCIAL
  STATEMENTS......................................................................................
  18

ITEM 8.
  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
  DISCLOSURE............................................................................................
  40

ITEM 8A. 
  CONTROLS AND PROCEDURES.........................................................................
  40

PART
  III...........................................................................................................................................41

ITEM 9. 
  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.....................
  41

ITEM 10. 
  EXECUTIVE
  COMPENSATION............................................................................
  .42

ITEM 11. 
  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ........................................................................................................................44

ITEM 12. 
  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.........................45

ITEMS
  13.  EXHIBITS...............................................................................................................
  46

ITEM
  14.  PRINCIPAL ACCOUNTING FEES AND
SERVICES.............................................46

SIGNATURES............................................................................................................................
  47

CERTIFICATIONS.....................................................................................................................48

CERTIFICATION
  PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002.................................................
  50

EXHIBIT
  LIST...........................................................................................................................
  52



2

PART I

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

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

ITEM 1. DESCRIPTION OF BUSINESS

**Introduction**

Bingo.com,
  Inc. (the "Company") is in the business of developing and operating
  a bingo based web portal designed to provide a variety of free games and other
  forms of entertainment, including an online community, chat rooms, contests,
  sweepstakes, tournaments, and more. We envision becoming the preeminent
  bingo-based web portal on the Internet, using its bingo.com domain name and
  incorporating a variety of games and content to attract and retain a large
  number of subscribers. Our existing website has attracted over 1,000,000
  registered users and served over 3,000,000,000 bingo cards since its
  inception. As there are a fixed number of bingo cards (3) per player per game,
  the total number of cards served provides a direct correlation to the number
  of games played (over 1,000,000,000) and a general indication of the levels of
  Internet traffic generated by our website. 
  The levels of Internet traffic have a direct impact on our revenues as,
  generally, the greater the Internet traffic, the greater the numbers of
  advertisements served. We intend to continue to build on this subscriber base
  to further develop its online presence. We generate revenue principally from
  the free website, which is supported by advertising revenue obtained by
  displaying advertisements on our web site and delivering advertisements to our
  players by email.

The
  free site provides content to our players in the form of free-to-play,
  multiplayer theme bingo games, such as Astrology Bingo, Cupid Bingo, Secret
  Garden Bingo, and the like, as well as online video poker, sweepstakes and
  slot machines. We also offer our registered players other forms of
  entertainment such as fortune telling, chat rooms, and member profiles.

We
  intend to continue to build on the success of the existing free site by
  offering a greater depth and variety of content that we expect will hold
  subscribers and allow us to generate more revenue through advertising. We also
  intend to add enhanced content available to users for a monthly subscription
  charge in order to further grow our revenue base.

3

We
  are actively looking at establishing a bingo for cash site. We are following
  the change in regulations in the United Kingdom closely and in the future we
  intend to provide our players with the opportunity to play
  traditional bingo for cash.

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

Our
  executive offices are located at 1166 Alberni Street, Suite 1405, Vancouver,
  British Columbia, Canada, V6E 3Z3.  Our
  telephone number is (604) 694-0300.

**History and Corporate Structure**

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

On
  July 17, 1998, PGLC filed Articles of Amendment and increased its authorized
  share capital to 50,000,000 common shares with a $0.001 par value per share.
  The shares were also subject to a forward 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, management of PGLC changed and the new management filed Articles
  of Amendment to the Articles of Incorporation of PGLC to amend the Articles of
  Incorporation and change the name of PGLC to Bingo.com, Inc. effective January
  22, 1999. Concurrent with the name change we acquired the use of the second
  level domain name bingo.com and embarked on our business strategy to become a
  leading online provider of bingo based games and entertainment.

We
  conduct our business through the Florida incorporated entity and through our
  wholly-owned subsidiary English Bay Office Management Limited (previously
  Bingo.com (Canada) Enterprises Inc. ("English Bay"). English Bay was
  incorporated under the laws of British Columbia, Canada, on February 10, 1998
  as 559262 B.C. Ltd. and changed its name to Bingo.com (Canada) Enterprises
  Inc. on February 11, 1999. It subsequently changed its name to English Bay
  Office Management Limited on September 8, 2003.

In
  1999, we raised an aggregate of $7,057,457 in capital, through the issuance of
  8,916,668 shares through private placements.

On
  April 16, 2004, the debenture holders of Debenture "A", a $1,250,000
  convertible Debenture issued on April 16, 2001, converted the principal into
  10,000,000 shares of the Company at a rate of $0.125 per share.  Also on April 16, 2004, the debenture holders of Debenture
  "A" converted the accrued interest of $400,667 into 2,003,334 shares of
  the Company at a rate of $0.20 per share.

On
  July 2, 2004, the debenture holders of Debenture "B", a $145,000
  convertible Debenture issued on July 2, 2002, converted the principal into
  966,667 shares of the Company at a rate of $0.15 per share. 
  Also on July 2, 2004, the debenture holders of Debenture "B"
  converted the accrued interest of $34,895 into 174,477 shares of the Company
  at a rate of $0.20 per share.

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

On
  September 30, 2004, Bingo.com Ltd. was incorporated in Anguilla, British West
  Indies for the purpose of moving the jurisdiction of our Company to Anguilla,
  B.W.I.

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

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

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

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

-     Bingo.com N.V. incorporated in Curacao, the Netherlands Antilles islands
  October 29, 2004.

4

All
  four of the inactive subsidiaries were incorporated to facilitate the
  implementation of business plans that we have since modified and refocused and
  consequently, there is little activity in these entities.

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

**Development
  of the Business**

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

**Bingo.com Domain Name**

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

During
  the year ended December 31, 2004, we made payments totaling $46,343 (2003
  -$35,556) related to payments based on 4% of the preceding month's gross
  revenue as defined in the amended agreement. T. M. Williams, the President and
  Chief Executive Officer of the Company is the potential beneficiary of several
  discretionary trusts that hold approximately 80% of the shares of Bingo, Inc.

**Business Overview**

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

We
  are in the business of developing and operating an entertainment and service
  based website designed to provide a variety of free bingo games, and other
  forms of entertainment, initially focused on the game Bingo and including chat
  rooms, sweepstakes, communities, and other forms of enhanced content. We are
  attempting to create a value-based website, complete with online services and
  an extensive database of registered players.

The
  entertainment and other content provided on the bingo.com portal does not
  include adult content or gambling for cash. We do, however, intend to offer
  traditional bingo for cash to our players. We are actively
  looking at possible gaming licenses, especially the United Kingdom, where the
  laws are currently being amended by "The Gambling Bill" to allow for the
  offering of licenses to online sites.

Free Bingo
  Business

Our
  free bingo website is built around a variety of free bingo games, offered to
  registered players who compete against other users for the chance to win
  prizes. Our primary objective is to provide Internet users a website offering
  a variety of free bingo based games and entertainment, as well as free online
  video poker and free slot machines. We intend to continue to provide
  prize-based, play-for-free games emphasizing entertainment.

5

We
  use the appeal of the bingo.com domain name to sell advertising on the free
  site, which is currently our primary revenue source. Advertising revenue from
  the bingo.com website accounted for approximately 99% of our revenue for the
  year ended December 31, 2004. During the year ended December 31, 2004, over 86
  million player sessions were offered to our registered players. The average
  visitor session length was 55 minutes per user. Our website continues to be
  one of the stickiest sites on the Internet. A "sticky website" is an
  industry term referring to a website that holds users for more than a few
  minutes per visit and has many repeat visitors. As a result of this appeal to web users, we served over 1.4 billion ads on our bingo.com website during the
  year ended December 31, 2004.

Although
  the games are free to play, players are required to register to receive prizes
  and to access certain features on the site. All registration information is
  stored in online databases. We intend to continue to build awareness of, and
  drive traffic to, bingo.com through a marketing program consisting of various
  elements such as strategic alliances and online and off-line advertising.

We
  have attempted to build relationships with online merchants with a view to
  directing the traffic of our membership base and their buying power, to these
  third parties in exchange for commissions payable to us. 
  An example of this relationship is that with the website Growers
  Flowers. To date, however, this strategy has not proven successful and revenue
  earned by us through these initiatives has been insignificant relative to our
  total revenue.  We will continue
  to sell advertising space on the bingo.com website. We believe that our
  growing user base and stickiness will provide advertisers with an attractive
  platform to reach their target audience.

**The Niche**

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

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

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

**Business Strategy**

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

Continue to enhance content

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

6

Revenue streams

We
  currently generate 99% of our revenue from selling advertising on the free
  bingo site.  Other, relatively
  minor initiatives such as co-branding and affiliates generate the balance. 
  An example of this is the online store Growers Flowers, where bingo.com
  users can receive discounts or bonus products (depending upon current
  promotions) on purchases made at the Growers Flowers site.  A typical transaction with Growers Flowers would proceed as follows:

- A bingo.com user decides that they would like to send flowers to a
  friend;
- They have accumulated sufficient points (Bingo Bucks) by playing on
  bingo.com to purchase a coupon on the bingo.com website which is cashable at
  the Growers Flowers website - in this case, they require 50 Bingo Bucks;
- Having purchased the coupon, they click on the "Redeem" button and
  are immediately transported to the Growers Flowers website - along with the
  computer code contained in that coupon;
- They then decide to purchase a particular flower selection and proceed
  through the usual shopping cart/checkout procedure on the Growers Flowers
  website;
- Bingo.com receives a commission based on the sale of flowers to all
  individuals who arrive with a bingo.com coupon/code.

Currently,
  there are only 3 relationships involving this kind of arrangement as we are
  constantly evaluating their worth to us. 
  We expect to continue to explore and offer similar sorts of
  arrangements with the goal of building a diversified revenue base.  There are also other methods of broadening our revenue base
  that we intend to pursue. Some of these include offering a premium service,
  via subscription, on our free site and providing traditional bingo for cash to
  our players. We currently earn revenues from its portal through
  a variety of ways, such as the following:

-    
  Banner and button advertisements on our bingo.com site;

-    
  Pop-ups, which are interstitial ads that appear as a separate window on
  top of content;

-     Superstitials; which are interstitial
  commercials that seamlessly load while a visitor is surfing the site;

-    
  Sponsorships of email newsletters or parts of our site;

-    
  Commissions on purchases made on Partner sites. e.g. Grower Flowers;

-     Third-Party referral arrangements such as
  that with Lavalife, where we receive a fee whenever a bingo.com player becomes
  a registered user of their online personals service. 
  With Lavalife, we are paid a commission (based upon a percentage) on
  the amount of the first deposit paid by a bingo.com user after that user signs
  up on the dating service.  At the
  moment, the Lavalife arrangement is the only such agreement in place.

Advertising revenue calculations are based on click-throughs, percentage
  of sales transactions, or other methods depending on the details of the
  agreements. The majority of our current revenue is calculated on a Cost Per
  Thousand ("CPM") basis.

We are actively looking at establishing a traditional bingo for cash in
  jurisdictions where it is legal. (e.g. The United Kingdom - who laws are
  currently under review). The traditional bingo for cash may generate further
  revenue however will most likely reduce the revenue earned from the sale of
  advertising.

Expand
  registered user database

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

Entertainment
  and game sites have become increasingly popular and are showing strong growth
  rates. Our website traffic reports indicate that between 800 and 1200 new
  players a day are registering with www.bingo.com. There has been in excess of
  35,000 unique visitors per day, with an average visitor

7

session length of more
  than 55 minutes. It is the our belief that, if current growth rates can be
  maintained, it will become a premier online destination for Web-based bingo
  entertainment and a leading entertainment destination on the Internet.

Leverage licensed users and alliances

We
  are confident that the variety of games and entertainment available on our
  website will encourage many visitors to come, stay, play and revisit often. In
  the process of providing a one-stop entertainment arena for bingo lovers, we
  are creating a value based website which is backed by an extensive database of
  registered players and their buying preferences. We believe the value of this
  demographic data has enabled us to generate premium CPM and Cost Per Click
  ("CPC") rates for the sale of its advertising inventory.

Extend
  and enhance the value of the brand name

We
  believe that establishing a readily recognizable brand name is critical to
  attracting a larger player base and deriving additional revenue. We believe
  that our bingo.com website has inherent value as a brand name and we intend to
  aggressively expand our player base by promoting that name. We intend to
  pursue online and offline marketing strategies, promotional opportunities, and
  strategic alliances to make bingo.com website the leading entertainment
  destination for bingo on the Internet. Amongst the initiatives being
  considered are the exploration of co-branding opportunities with land-based
  bingo halls in North America and Europe where our brand may be displayed in
  such land-based bingo halls in exchange for promotion of those halls on our
  website.  To date, we have not
  agreed with any land-based bingo halls to a co-branding agreement.  Additionally, depending upon whether the regulatory framework
  in a particular jurisdiction permits its residents to play cash bingo, we
  would like to enter into strategic alliances with members of the non-profit
  sector to drive traffic from their websites to our website in exchange for a
  share of the profits generated by those players. 
  To date, we have not entered any strategic alliances agreements.

**Marketing Strategy**

Our
  goal is for the bingo.com website to become the most recognized bingo and
  entertainment destination site on the Internet. We intend to continue building
  an Internet community consisting of a dedicated and loyal user base that we
  believe will support our ability to generate advertising revenues, and
  e-commerce sales for us.

Advertising
  focused on promoting the bingo.com website within North America and in
  targeted international markets through strategic partnerships, co-branding and
  other promotional activities with a variety of companies is contemplated. This
  strategy is intended to further develop the growing database of registered
  players.

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

**Employees**

As
  of December 31, 2004, we had six full-time employees, not including temporary
  personnel, consultants, and independent contractors. We retain consultants to
  provide special expertise in developing strategy, marketing, software and
  technologies and outsource our development resources. We outsource our
  web-design and development as the need for changes to site architecture and
  graphics is sporadic and it is more cost effective to hire contractors on an
  ad-hoc basis. None of our employees is represented by a labor union, and we
  believe that our relationship with our employees is good.

We
  are substantially dependent upon the continued services and performance of T.
  M. Williams, our President, Chief Executive Officer and Chairman of our Board.
  The loss of the services of this key individual would have a material adverse
  effect on our business, financial condition and results of operations.

8

FINANCIAL INFORMATION ABOUT GEOGRAPHIC AREAS

We
  are in the business of developing and operating a bingo based web portal
  designed to provide a variety of free games and intend to provide traditional
  bingo for cash games to our players, and other forms
  of entertainment on the Internet. At the end of fiscal 2004, our equipment was
  located in Canada and Curacao, Netherlands Antilles .

Seasonality

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

**Competition**

We
  face competition primarily from other companies that target the entertainment
  segment of the market. Lycos, Inc., through its site Gamesville, Cyberbingo,
  Electronic Arts Inc., through its site Pogo, and Vivendi Universal, through
  its
  site Flipside, are large online entertainment destinations, offering games,
  game shows and other interactive experiences to users. We will continue to
  compete with these large sites as well as many other smaller offerings, and
  there can be no assurances that we will be successful in attracting users from
  these sites.

**Trademarks and Intellectual Property Protection**

We
  will continue to consider the need to apply for trademark registration and
  protection for our games, logo and various phrases in Canada and the United
  States. We have not submitted any other applications for trademark
  registration. In the event that we determine that we have created an asset
  whose value can be protected, we will attempt to protect our proprietary asset
  by applying for patents, copyrights or trademarks. In addition, we intend to
  rely on trade secret laws and non-disclosure and confidentiality agreements
  with our employees and consultants, who have access to our proprietary
  technology, to protect our technologies.

**ITEM 2. DESCRIPTION OF
  PROPERTY.**

Our
  primary administrative, sales and marketing facility is located in leased
  space in Vancouver, British Columbia.  This
  facility occupies approximately 2,000 square feet. 
  We entered into a sublease arrangement on March 1, 2002, with a term of
  43 months and ending September 29, 2005. The monthly rental is approximately
  $3,200 per month. We believe that these facilities will be adequate to meet
  our requirements for the foreseeable future and that suitable additional space
  will be available if needed. Other than described above, neither we, nor any
  of our subsidiaries presently own or lease any other property or real estate.

**ITEM
  3. LEGAL PROCEEDINGS.**

We
  are not currently a party to any legal proceeding, other than the case listed
  below, and was not a party to any other legal proceeding during the fiscal
  year ended December 31, 2004. Other than the case listed below management is
  currently not aware of any other legal proceedings proposed to be initiated
  against the Company. However, from time to time, we may become subject to
  claims and litigation generally associated with any business venture.

On
  February 18, 2005, Campney & Murphy, a Partnership, who acted for the
  Company prior to their dissolution on or about August 31, 2003, filed a suit
  in the Supreme Court of British Columbia against the Company. The suit is
  related to non-payment of invoices of CAD$57,556.02, plus interest, for
  services rendered prior to August 17, 2001.

The Company has taken the position that the
  amount claimed constitutes an amount significantly in excess of the value of
  the work performed. The Company is currently in negotiations with Campney
  & Murphy with a view to settling the litigation. There is, however, no
  guarantee that the settlement negotiation will be successful and, if not, the
  Company will defend the action in the Supreme Court of British Columbia.

9

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

We
  held our Annual Meeting of Stockholders on October 6, 2004, for the purposes
  of electing our directors, to ratify the appointment of Dohan and Company,
  CPA's, P.A., as our independent auditors for the 2004 fiscal year, and to
  ratify the actions of the Company's Officers and Directors for the last year
  and for the period from the 2003 fiscal year end through to the date of the
  shareholder meeting. The Company issued a schedule 14A proxy statement to the
  shareholders on September 6, 2004.

All nominees for directors were elected, the
  appointment of auditors was ratified, and the actions of the Company's
  Officers and Directors for the last year and for the period from the 2003
  fiscal year-end through to the date of the shareholder meeting were ratified.
  The voting on each matter is set forth below:

**Election of the Directors
  of the Company.**

**Nominee                     
  For                 
  Against            
  Abstain**

T.
  M. Williams             
  22,178,353        
  36,848              
  25,090

P.
  A. Crossgrove         
  22,173745        
  38,656              
  27,890

Proposal to ratify the appointment of Dohan and
  Company, CPA.'s, P.A., as our independent auditors for the 2004 fiscal year.

**For
                          
  Against                        
  Abstain**

22,182,725                    
  34,356                          
  23,210

Proposal
  to ratify the actions of the Company's Officers and Directors for the last
  year and for the period from the 2003 Fiscal year end through to the date of
  the shareholder meeting (October 6, 2004).

**For
                          
  Against                        
  Abstain**

22,162,375                    
  44,956                          
  32,960

10

PART
  II

**ITEM 5. MARKET FOR COMMON EQUITY AND
  RELATED STOCKHOLDERS MATTERS.**

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

On
  March 19, 1997, the Company's common stock was approved for trading on the
  OTCBB under the symbol "PGLB".  In
  January 1999, when we changed our name to Bingo.com, Inc., our OTCBB symbol
  was changed to "BIGG".  On
  July 26, 1999, we changed our trading symbol from "BIGG" to "BIGR". 
  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.

|Quarter Ended              | High  | Low  
|-------------------------- | ----- | -----
|December
        31, 2004  | $0.66 | $0.16
|September
        30, 2004 | $0.20 | $0.07
|June
        30, 2004      | $0.18 | $0.08
|March
        31, 2004     | $0.11 | $0.04
|December
        31, 2003  | $0.08 | $0.03
|September
        30, 2003 | $0.11 | $0.05
|June
        30, 2003      | $0.09 | $0.03
|March
        31, 2003     | $0.03 | $0.02

On
  March 21, 2005, the last reported sale price of
  our common stock, as reported by the OTCBB, was $0.95 per share.

As
  of March 21, 2005, we
  believe there are approximately 3,193 shareholders (including nominees and
  brokers holding street accounts) of our shares of common stock.

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

Dividend
  Policy

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

Recent
  Sales of Unregistered Securities

There
  were no sales of unregistered securities during the year ended December 31,
  2004.

11

Securities
  authorized for issuance under equity compensation plans.

We have reserved a total of 1,895,000 common shares
  for issuance under its 1999 stock option plan. 
  Pursuant to this plan we have 1,100,000 stock purchase options (2003
  -600,000) outstanding at December 31, 2004.

We have reserved a total of 5,424,726 common shares
  for issuance pursuant to grants under the 2001 stock option plan. 
  Pursuant to this plan we have 3,225,000 stock purchase options (2003
  - 1,400,000) outstanding as at December 31, 2004. 
  2,625,000 of the stock options outstanding at December 31, 2004, were
  granted with vesting provisions as to 10% vesting at the grant date, an
  additional 15% vesting one year following the date of grant and an additional
  2% vesting per month thereafter. Subsequent to the year ended December 31,
  2004, the holders of the stock options exercised 435,950 of their options.

Both plans were approved in 2001 by our shareholders.

Equity
  Compensation Plan Information

|Plan category                                                      | Number
        of securities to be issued upon exercise of outstanding options,
        warrants and rights | Weighted
        average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance
|------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------- | ------------------------------------------------------------
|                                                                   | (a)                                                                                                         | (b)                                                                                 | (c)                                                         
|Equity
        compensation plans approved by security holders     | 3,889.050                                                                                                   | $0.13                                                                               | 2,994,726                                                   
|Equity
        compensation plans not approved by security holders | 0                                                                                                           | 0                                                                                   | 0                                                           
|Total                                                              | 3,889,050                                                                                                   | $0.13                                                                               | 2,994,726                                                   

**ITEM 6. MANAGEMENT'S DISCUSSION AND
  ANALYSIS OR PLAN OF OPERATION.**

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

12

#### OVERVIEW

Since 1999, we have been focused on the development
  of prize-based, play for free Internet games, with an emphasis on
  entertainment. We began to experience revenue growth from these games in
  fiscal 2000.

The
  majority of our revenue in 2004 was derived from the sale of Internet
  advertising. We expect that such sales will continue to contribute a
  significant portion of the revenue for the foreseeable future. 
  We intend to continue to diversify our revenue sources so that we are
  less dependent on a single revenue stream. 
  However, until other sources of reliable revenue can be achieved, we
  continue to be subject to the Internet advertising market with sales of
  advertising remaining the dominant source of revenue for us.

We have made a significant investment in the
  development of our website, purchase of domain name, branding, marketing, and
  maintaining operations.  As a
  result we have incurred significant losses since inception, and as of December
  31, 2004, had an accumulated deficit of $9,481,374. 
  For the last two quarters of 2004, we have been profitable for the
  first time in our history.  Management anticipates that this trend will continue.

Moving
  forward, we will continue to control operating costs and expansion costs so as
  to continue to operate profitably and efficiently. We are working to settle
  old, outstanding accounts payable, so that we can move forward with a more
  stable financial footing.

The
  consolidated statement of operations data for the years ended December 31,
  2004, and 2003, and the consolidated balance sheet data as of December 31,
  2004, and 2003, are derived from our audited consolidated financial statements
  included in Item 7 of this report, which have been audited by Dohan and
  Company, CPA's, P.A., independent auditors. The consolidated statement of
  operations data for the years ended December 31, 2002, 2001 and 2000 and the
  consolidated balance sheet data as of December 31, 2002, 2001 and 2000, are
  derived from audited consolidated financial statements not included in this
  report. The historical results are not necessarily indicative of results to be
  expected in any future period.

Consolidated
  Statement of Operations Data:

|                                                 |   |            |   | Year
      Ended December 31, |   |            |  
|------------------------------------------------ | - | ---------- | - | ----------------------------- | - | ---------- | -
|                                                 |   | 2004       |   | 2003                          |   | 2002       |  
|Consolidated
      Statement of Operations Data: |   |            |   |                               |  
|Revenue                                          | $ | 1,158,620  | $ | 888,888                       | $ | 717,192    | $
|Cost
      of revenue                            |   | 245,594    |   | 211,253                       |   | 351,207    |  
|Gross
      profit                               |   | 913,026    |   | 677,635                       |   | 365,985    |  
|Operating
      expenses including interest      |   | 1,034,528  |   | 974,887                       |   | 1,334,728  |  
|Interest
      and other income                  |   | 49,862     |   | 61,761                        |   | 35         |  
|Loss
      from continuing operations            |   | (71,640)   |   | (235,491)                     |   | (968,708)  |  
|Loss
      from discontinued operations          |   | --         |   | --                            |   | --         |  
|Net
      loss                                   | $ | (71,640)   | $ | (235,491)                     | $ | (968,708)  | $
|                                                 |   |            |   |                               |   |            |  
|Basic
      and diluted net loss per share       | $ | (0.00)     | $ | (0.02)                        | $ | (0.09)     | $
|Weighted
      average common shares Outstanding |   | 20,183,438 |   | 11,104,608                    |   | 10,953,238 |  

13

|                                             |   |           |   | Year
        Ended December 31, |   |             |  
|-------------------------------------------- | - | --------- | - | ------------------------------- | - | ----------- | -
|                                             |   | 2004      |   | 2003                            |   | 2002        |  
|Consolidated Balance Sheet Data:             |   |           |   |                                 |   |             |  
|Cash                                         | $ | 74,032    | $ | 34,046                          | $ | 14,682      | $
|Working
        capital (deficit)            |   | (625,376) |   | (1,177,144)                     |   | (1,299,148) |  
|Total
        assets                         |   | 1,571,889 |   | 1,477,173                       |   | 1,469,185   |  
|Total
        liabilities                    |   | 932,985   |   | 2,619,691                       |   | 2,376,212   |  
|Long
        term obligations                |   | 157,042   |   | 1,585,858                       |   | 1,395,000   |  
|Total stockholders'
        equity (deficit) |   | 638,658   |   | (1,142,518)                     |   | (907,027)   |  

### CRITICAL ACCOUNTING POLICIES

The
  following discussion of critical accounting policies is intended to supplement
  the Summary of Significant Accounting Policies presented as Note 2 to our 2004
  audited consolidated financial statements presented elsewhere in this report. 
  Note 2 summarize the accounting policies and methods used in the
  preparation of our consolidated financial statements. The policies discussed
  below were selected because they require the more significant judgments and
  estimates in the preparation and presentation of our financial statements. On
  an ongoing basis, management evaluates these judgments and estimates,
  including whether there are any uncertainties as to compliance with the
  revenue recognition criteria described below, and recoverability of long-lived
  assets, as well as the assessment as to whether there are contingent assets
  and liabilities that should be recognized or disclosed for the consolidated
  financial statements to fairly present the information required to be set
  forth therein. We base our estimates on historical experience, as well as
  other events and assumptions that are believed to be reasonable at the time.
  Actual results could differ from these estimates under different conditions.

#### Revenue Recognition

Revenue
  from the sale of advertising is recognized as the service is delivered on the
  website, as the advertising campaign or the impressions and clicks are made on
  the website. Revenue from advertising campaigns that span a number of months
  is recognized equally over the term of the campaign.

#### Impairment of Long-lived
  Assets

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

##### SOURCES OF REVENUE AND
  REVENUE RECOGNITION

We
  generate the majority of our revenue from the sale of advertising on our website. We recognize as revenues the amount paid to us upon the delivery and
  fulfillment of advertising in the form of banner and button ads, email, rich
  media and newsletters, provided that the collection of the resulting
  receivable is probable.

14

##### RESULTS OF
  OPERATIONS

##### Years Ended December **31,
  2004 and 2003**

Revenue

Revenue
  increased to $1,158,620 for the year ended December 31, 2004, an increase of
  30% over revenue of $888,888 for the same period in the prior year. We have
  increased our advertising rates by approximately 10% overall and obtained a
  greater number of individual advertisers, thereby providing a more diverse and
  increased revenue stream.

Cost
  of revenue

We
  recorded cost of revenue of $245,594 during the year ended December 31, 2004,
  an increase of $34,341 or 16% compared to costs of $211,253 for the same
  period in the prior year. The gross margin improved to 79% in 2004 from 76% in
  2003.

Cost
  of revenue consists primarily of commissions paid on the sale of advertising,
  the cost of hosting the website and the domain name purchase payments. This
  increase in cost of revenue in 2004 is due to the increase in commission
  related sales.

Sales and marketing expenses

Sales
  and marketing expenses increased to $51,452 for the year ended December 31,
  2004, a 66% increase of $20,511 over 2003 expenses of $30,941. Sales and
  marketing expenses include principally costs for marketing, co-brand
  advertising and prizes for our game site. This increase in sales and marketing
  expenses in 2004 compared to the prior year is due to an increase in
  advertising spend, in order to drive traffic to our site.

We
  expect to continue to incur sales and marketing expenses to further our
  efforts to increase traffic to our web portal. These costs will include
  commissions, salaries, advertising, and other promotional expenses intended to
  increase our subscriber base and improve revenue. There can be no assurances
  that these expenditures will result in increased traffic or significant new
  revenue sources.

General
  and administrative expenses

General
  and administrative expenses consist primarily of payroll costs for our
  accounting, administrative and technical staff, premises costs for our office,
  legal and professional fees, and other general corporate and office expenses.
  General and administrative expenses increased to $614,287 for the year ended
  December 31, 2004, an increase of 21% over costs of $509,272 for the previous
  year. General and administrative expenses have increased in comparison to the
  prior year due to an increase in salaries and an increase in legal expenses on
  legal advise on merging the Company with its subsidiary in Anguilla, British
  West Indies, and the filing of the Form S-4 with the Securities Exchange
  Commission.  In addition, the
  general and administrative expenses have increased due to the weakness of the
  United States dollar in comparison with the Canadian dollar.

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

Depreciation
  and amortization

Depreciation
  and amortization includes depreciation of our equipment, as well as
  amortization of intangible asset relating to the email list. Equipment is
  depreciated using the declining balance method over the useful lives of the
  assets, ranging from three to five years. 
  Depreciation decreased to $26,347 during the year ended December 31,
  2004, a reduction of 19% over costs of $32,612 during the prior year. The
  changes in depreciation and amortization can be explained due to the average
  age of our assets being older in fiscal 2004, resulting in a lower
  depreciation base.  This decrease
  in depreciation is offset by the increase in amortization due to the
  acquisition of the intangible asset - email list during the fourth quarter
  of 2003.

15

Other
  income and expenses

Interest
  expense consists of accrued interest on the convertible debentures and other
  debt instruments, such as leases and the amortization of the Debenture
  discount issued with Debenture "A" and Debenture "B". Interest expense
  decreased to $55,406 for 2004, a decrease of $116,767 (68%) over the prior
  year's expense of $172,174. This decrease in interest expense in 2004,
  compared to the prior year is due to the conversion of Debenture "A" and
  the accrued interest into common stock of the Company during the second
  quarter of 2004 and the conversion of Debenture "B" and the accrued
  interest into common stock of the Company during the third quarter of 2004.
  Interest expense - Warrant - Debenture Discount increased to $259,823 in
  2004 an increase of 130% over interest expense - Warrant - Debenture
  Discount of $112,913 for the prior year. 
  This increase is due to the write off of the unamortized portion of the
  Warrant - Debenture Discount, due to the conversion of Debenture "A"
  into shares of the Company and the expiration of Warrant "A" for 4,800,000
  shares of the Company during the second quarter of 2004 and the conversion of
  Debenture "B" into shares of the Company during the third quarter of 2004. 
  During the year ended December 31, 2004, we made gains of $42,933 (2003
  - $61,468) from the settlement of debts with creditors. During the year ended
  December 31, 2004, we incurred foreign exchange losses of $27,474 (2003 -
  $58,167) due to balances held in Canadian dollars, which were affected by the
  weakness of the US Dollar in relation to the Canadian Dollar.

**Income taxes**

No
  income taxes were payable in 2004 or in 2003, as a result of the operating
  loss recorded during those years. Based on a number of factors, including the
  lack of a history of profits, management believes that there is sufficient
  uncertainty regarding the realization of deferred tax assets, and,
  accordingly, has not booked an income tax benefit at December 31, 2004 or at
  2003. All losses incurred can be carried forward for seven years for Canadian
  income tax purposes and twenty years for United States income tax purposes.

Loss per share and net loss

We
  ended the year with a net loss of $71,640, a loss per share of $0.00, which is
  a 69% improvement over the prior year's net loss and loss per share of
  $235,491 and $0.02, respectively. This decrease in losses is due our
  management's continued efforts to control operating costs and to increase
  revenue streams.

**Years Ended December 31, 2003
  and 2002**

Total
  assets increased to $1,477,173 as of December 31, 2003, compared to $1,469,185
  in 2002. The reason for this increase was due to an increase in accounts
  receivable and acquisition of the email list. This was offset by the disposal
  of capital assets in 2003.  No
  funds were raised through the issuance of common stock in 2003. Our cash
  position increased to $34,046 and our working capital position increased to a
  deficit of $1,177,144 from working capital deficit of $1,299,148.

Revenue
  increased to $888,888 for the year ended December 31, 2003, an increase of 24%
  over revenue of $717,192 for the same period in the prior year. We obtained a
  greater number of individual advertisers, thereby providing a more diverse and
  increased revenue stream.

Of
  the $572,825 of total operating expenses for the year ended December 31, 2003,
  $509,272 was for general and administrative expenses associated with the
  operations of the Company. General and administrative expenses consist
  primarily of payroll costs for our accounting, administrative and technical
  staff, premises costs for our office, legal and professional fees for
  preparation and other general corporate and office expenses. These general and
  administrative expenses reduced by 9% over costs of $561,715 for the year
  ended December 31, 2002. General and administrative expenses declined from the
  prior year as a result of management making great efforts to control operating
  costs in order to reduce administrative and other expenses. General and
  administrative expenses have

16

decreased in comparison to the prior year despite
  an increase in professional services fees such as accounting and legal fees,
  an increase in payroll costs and an increase in costs due to the weakness of
  the US Dollar in relation to the Canadian Dollar. These professional fees have
  increased due to the additional reporting requirements required by the Sarbanes-Oxley
  Act of 2002. The general and administrative expenses have additionally
  decreased in comparison to the prior year due to 
  incurring large write-offs of amounts due to us during the second
  quarter of 2002 in the cancellation of outside parties sales contracts.

Sales
  and marketing expenses were $30,941 for the year ended December 31, 2003, and
  were $81,320 for the year ended December 31, 2002. This decrease in sales and
  marketing expenses in 2003 compared to the prior year is due to the
  cancellation of outside parties' sales contracts in May 2002. This resulted
  in fewer people focused on selling advertising. Subsequent to May 2002, we
  have taken over the advertising, Website hosting and ad serving itself. In
  addition the sales and marketing team changed from a combination of both
  salary and commission remuneration to a commission only remuneration in the
  third quarter of 2002. There was however an increase in additional prizes
  especially the introduction of the daily cash winners in the first quarter of
  2003 where players can win $50 on a daily basis. This increase in prizes is
  intended to attract a greater number of players to the site.

We
  had a net loss of $235,491 or $0.02 per share for the year ended December 31,
  2003, compared to $968,708 or $0.09 per share for the year ended December 31,
  2002.

**LIQUIDITY AND CAPITAL
  RESOURCES**

We
  had cash of $74,032 and a working capital deficiency of $625,376 at December
  31, 2004. This compares to cash of $34,046 and working capital deficiency of
  $1,177,144 at December 31, 2003.

During
  the year ended December 31, 2004, we generated cash of $190,884 in operating
  activities compared to generating cash of $58,749 in the prior year. The
  significant improvement in cash flow from operating activities in 2004
  demonstrates the effectiveness of our efforts to increase revenue, and
  implement efficiencies in operations in 2004, 2003 and in 2002.

Net
  cash used by financing activities was $11,316 in 2004, which compares to cash
  used of $32,247 in 2003. This decrease in cash used is due to the final
  repayment of capital leases in 2003 and the exercise of stock purchase options
  ($22,500) during 2004. This decrease is reduced by the repayment of a portion
  of the loan amounts ($33,816).

We
  used cash of $139,582 in investing activities in 2004, compared to using cash
  of $7,138 in the prior year. In the year ending December 31, 2004, cash of
  $90,146 (2003 - $7,138) was invested in the capital assets and of $49,436
  (2003 - $nil) was invested in the acquisition of the email list in accordance
  with the settlement with Roger Ach and Lottery.com.

Our
  future capital requirements will depend on a number of factors, including
  costs associated with development of our Web portal, the success and
  acceptance of our new games and the possible acquisition of complementary
  businesses, products and technologies.  We
  may not have sufficient cash on hand to conduct our operations through 2005.
  Although our cash flow is improving, we may need to obtain additional
  financing to grow our operations for the duration of 2005.

Audit Committee

The
  Company's audit committee is the Board of Directors. The audit committee meets
  regularly throughout the year and met
  with the independent auditors on March 21, 2005, and approved the financials statements for the year ended
  December 31, 2004.

17

ITEM 7. FINANCIAL STATEMENTS.

SUPPLEMENTARY FINANCIAL INFORMATION

#### Quarterly Results of
  Operations

The
  following tables present our unaudited consolidated quarterly results of
  operations for each of our last eight quarters. 
  This data has been derived from unaudited consolidated financial
  statements that have been prepared on the same basis as the annual audited
  consolidated financial statements and, in our opinion, include all normal
  recurring adjustments necessary for the fair presentation of such information.
  These unaudited quarterly results should be read in conjunction with our
  audited consolidated financial statements for the year ended December 31,
  2004, included in Item 8 of this report.

|                                                         |   |                               |   | Three
        Months Ended   |  
|-------------------------------------------------------- | - | ----------------------------- | - | ---------------------------- | -
|                                                         |   | March
        31
        2004 |   | June
        30
        2004 |  
|Revenue                                                  | $ | 246,189                       | $ | 247,752                      | $
|Cost of revenue                                          |   | 46,964                        |   | 53,446                       |  
|Gross profit                                             |   | 199,225                       |   | 194,306                      |  
|Operating
        expenses and other (income) / expenses |   | 237,704                       |   | 331,474                      |  
|Net gain (loss) from
        continuing operations       | $ | (38,479)                      | $ | (137,168)                    | $
|Basic
        and diluted net loss per share             | $ | (0.00)                        | $ | (0.01)                       | $
|Weighted
        average common shares                   |   | 11,104,608                    |   | 21,132,386                   |  



|                                                         |   |                               |   | Three
        Months Ended   |  
|-------------------------------------------------------- | - | ----------------------------- | - | ---------------------------- | -
|                                                         |   | March
        31
        2003 |   | June
        30
        2003 |  
|Revenue                                                  | $ | 174,470                       | $ | 203,947                      | $
|Cost of revenue                                          |   | 49,785                        |   | 49,201                       |  
|Gross profit                                             |   | 124,685                       |   | 154,746                      |  
|Operating
        expenses and other (income) / expenses |   | 258,862                       |   | 203,584                      |  
|Net (loss) from continuing
        operations            | $ | (134,177)                     | $ | (48,837)                     | $
|Basic
        and diluted net loss per share             | $ | (0.01)                        | $ | (0.01)                       | $
|Weighted
        average common shares                   |   | 11,104,608                    |   | 11,104,608                   |  

Our
  financial statements and related schedules are described under "Item 7.
  Financial Statements," are included following this page.

18

BINGO.COM, INC.

Consolidated
  Financial Statements

Years
  ended December 31, 2004 and 2003





Report
  of Independent Registered Public Accounting Firm                                                            
  20

Consolidated
  Financial Statements

Balance
  Sheets                                                                                         
                                    
  21

Statements
  of Operations                                                                    
                                          
  22

Statements
  of Stockholders' Equity (Deficit)                                              
                                    
  23

Statements
  of Cash Flows                                                                               
                             
  24

Notes
  to Consolidated Financial Statements                                                               
                  
  25



19

Dohan
  and Company                                                
  7700 North
  Kendall Drive, #200

Certified
  Public Accountants                                    
  Miami, Florida 33156-7578

A
  Professional Association                                       
 Telephone      
  (305) 274-1366

Facsimile        
  (305) 274-1368

Email              
  info@uscpa.com

Internet          
  www.uspca.com



REPORT
  OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



The Board of Directors and Stockholders

Bingo.com, Inc.

We have
  audited the accompanying consolidated balance sheets of Bingo.com, Inc. and
  Subsidiaries as of December 31, 2004 and 2003, and the related consolidated
  statements of operations, stockholders equity (deficit) and cash flows for the
  years then ended. 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 the standards of the Public Company
  Accounting Oversight Board (United States). Those standards require that we
  plan and perform the audit to obtain reasonable assurance about whether the
  consolidated financial statements are free of material misstatement. An audit
  includes examining, on a test basis, evidence supporting the amounts and
  disclosures in the consolidated financial statements. An audit also includes
  assessing the accounting principles used and significant estimates made by
  management, as well as evaluating the overall financial statement
  presentation. We believe that our audits provide a reasonable basis for our
  opinion.

In our
  opinion, the consolidated financial statements referred to above present
  fairly, in all material respects, the financial position of Bingo.com, Inc.
  and Subsidiaries as of December 31, 2004 and 2003, and the results of their
  operations and their cash flows for the years then ended in conformity with
  accounting principles generally accepted in the United States of America.

/s/Dohan
  and Company, CPA's

Miami, Florida

February 25, 2005

20

BINGO.COM, INC.

Consolidated
  Balance Sheets

|December
        31,                                                                                                                       |  |   | 2004        |  |   | 2003       
|------------------------------------------------------------------------------------------------------------------------------------------ |  | - | ----------- |  | - | -----------
|Assets                                                                                                                                     |  |   |             |  |   |            
|Current
        assets:                                                                                                                    |  |   |             |  |   |            
|Cash                                                                                                                                       |  | $ | 74,032      |  | $ | 34,046     
|Accounts receivable                                                                                                                        |  |   | 56,588      |  |   | 67,574     
|Inventory                                                                                                                                  |  |   | 864         |  |   | 663        
|Prepaid expenses                                                                                                                           |  |   | 19,083      |  |   | 14,229     
|Total
        Current Assets                                                                                                               |  |   | 150,567     |  |   | 116,512    
|                                                                                                                                           |  |   |             |  |   |            
|Equipment,
        net (Note 3)                                                                                                            |  |   | 118,933     |  |   | 45,247     
|                                                                                                                                           |  |   |             |  |   |            
|Other
        assets                                                                                                                       |  |   | 7,659       |  |   | 10,797     
|                                                                                                                                           |  |   |             |  |   |            
|Domain
        name rights and intangible assets (Note 4)                                                                                  |  |   | 1,294,730   |  |   | 1,304,617  
|                                                                                                                                           |  |   |             |  |   |            
|Deferred
        tax asset, less valuation allowance of $3,148,726 (2003 - $2,905,525)
        (Note 8)                                    |  |   | -           |  |   | -          
|                                                                                                                                           |  |   |             |  |   |            
|Total
        Assets                                                                                                                       |  | $ | 1,571,889   |  | $ | 1,477,173  
|                                                                                                                                           |  |   |             |  |  
|Liabilities
        and Stockholders' Equity (Deficit)                                                                                     |  |   |             | 
|Current
        liabilities:                                                                                                               |  |   |             |  |   |            
|Accounts payable                                                                                                                           |  | $ | 466,864     |  | $ | 617,903    
|Accounts payable - related party (Note 9)                                                                                                  |  |   | 112,857     |  |   | 192,068    
|Accrued liabilities                                                                                                                        |  |   | 74,319      |  |   | 93,472     
|Accrued liabilities - related party (Note 9)                                                                                               |  |   | 6,403       |  |   | 365,702    
|Unearned revenue                                                                                                                           |  |   | 115,500     |  |   | 24,511     
|Total
        Current Liabilities                                                                                                          |  |   | 775,943     |  |   | 1,293,656  
|                                                                                                                                           |  |   |             |  |   |            
|Long
        term liabilities                                                                                                              |  |   |             |  |   |            
|Loan payable - related party (Note 9)                                                                                                      |  |   | 157,042     |  |   | 190,858    
|Debenture
        payable (Note 5)                                                                                                         |  |   | -           |  |   | 1,395,000  
|Less
        warrants - debenture discount                                                                                                 |  |   | -           |  |   | (259,823)  
|Total
        Long Term Liabilities                                                                                                        |  |   | 157,042     |  |   | 1,326,035  
|                                                                                                                                           |  |   |             |  |   |            
|Total
        Liabilities                                                                                                                  |  |   | 932,985     |  |   | 2,619,691  
|                                                                                                                                           |  |   |             |  |   |            
|Commitments (Note 7)                                                                                                                       |  |   |             |  |   |            
|                                                                                                                                           |  |   |             |  |   |            
|Stockholders'
        equity (deficit) (Note 6):                                                                                           |  |   |             |  |   |            
|Common stock, $0.001 par value, authorized 50,000,000
        shares; issued and outstanding 24,399,086 shares (2003
        - 11,104,608) |  |   | 24,399      |  |   | 11,105     
|Additional paid-in capital                                                                                                                 |  |   | 10,071,299  |  |   | 8,231,531  
|Accumulated deficit                                                                                                                        |  |   | (9,481,374) |  |   | (9,409,734)
|Accumulated other comprehensive loss:
        Foreign currency translation adjustment                                                      |  |   | 24,580      |  |   | 24,580     
|Total
        Stockholders' Equity (Deficit)                                                                                               |  |   | 638,904     |  |   | (1,142,518)
|                                                                                                                                           |  |   |             |  |   |            
|Total
        Liabilities and Stockholders Equity (Deficit)                                                                                |  | $ | 1,571,889   |  | $ | 1,477,173  

See accompanying notes to consolidated
  financial statements.

21

BINGO.COM, INC.

Consolidated Statements of Operations

|Years
        ended December 31                                                |  |   | 2004       |  |   | 2003      
|------------------------------------------------------------------------------ |  | - | ---------- |  | - | ----------
|                                                                               |  |   |            |  |   |           
|Revenue                                                                        |  | $ | 1,158,620  |  | $ | 888,888   
|                                                                               |  |   |            |  |   |           
|Cost
        of revenue                                                        |  |   | 245,594    |  |   | 211,253   
|                                                                               |  |   |            |  |   |           
|Gross
        profit                                                           |  |   | 913,026    |  |   | 677,635   
|                                                                               |  |   |            |  |   |           
|Operating
        expenses:                                                    |  |   |            |  |   |           
|Depreciation and amortization                                                  |  |   | 26,347     |  |   | 32,612    
|General and administrative                                                     |  |   | 614,287    |  |   | 509,272   
|Selling and marketing                                                          |  |   | 51,452     |  |   | 30,941    
|Total
        operating expenses                                               |  |   | 692,086    |  |   | 572,825   
|                                                                               |  |   |            |  |   |           
|Income
        before other income (expense)                                   |  |   | 220,940    |  |   | 104,810   
|                                                                               |  |   |            |  |   |           
|Other
        income (expense):                                                |  |   |            |  |   |           
|Foreign exchange losses                                                        |  |   | (27,213)   |  |   | (58,167)  
|Gain on settlement of debt                                                     |  |   | 42,933     |  |   | 61,468    
|Loss on disposal of equipment                                                  |  |   | -          |  |   | (58,808)  
|Interest expense                                                               |  |   | (55,406)   |  |   | (172,174) 
|Interest expense - warrants                                                    |  |   | (259,823)  |  |   | (112,913) 
|Interest income                                                                |  |   | 6,879      |  |   | 155       
|Other income                                                                   |  |   | 50         |  |   | 138       
|                                                                               |  |   |            |  |   |           
|Loss
        before income taxes                                               |  |   | (71,640)   |  |   | (235,491) 
|                                                                               |  |   |            |  |   |           
|Income
        tax expense                                                     |  |   | -          |  |   | -         
|                                                                               |  |   |            |  |   |           
|Net
        loss                                                               |  | $ | (71,640)   |  | $ | (235,491) 
|                                                                               |  |   |            |  |   |           
|Net
        loss per common share,
        basic
        and diluted (Note 2)  |  | $ | (0.00)     |  | $ | (0.02)    
|                                                                               |  |   |            |  |   |           
|Weighted
        average common shares outstanding, basic and diluted (Note 2) |  |   | 20,183,438 |  |   | 11,104,608

See
  accompanying notes to consolidated financial statements.

22

BINGO.COM,
  INC.

Consolidated
  Statements of Stockholders' Equity (Deficit)

Years ended December 31, 2004 and 2003

|                                                         | Common stock |                  |                            | Accumulated Other Comprehensive loss |                                                
|-------------------------------------------------------- | ------------ | ---------------- | -------------------------- | ------------------------------------ | -----------------------------------------------
|                                                         | Shares       | Amount           | Additional paid-in capital | Accumulated  (Deficit)               | Foreign currency translation
        adjustment
|Balance,
        December 31, 2002                       | 11,104,608   | 11,105           | 8,231,531                  | (9,174,243)                          | 24,580                                         
|                                                         |              |                  |                            |                                      |                                                
|Net loss                                                 | -            | -                | -                          | (235,491)                            | -                                              
|Balance,
        December 31, 2003                       | 11,104,608   | $
        11,105 | $ 8,231,531                | $ (9,409,734)                        | $ 24,580                                       
|                                                         |              |                  |                            |                                      |                                                
|Conversion
        of Debenture "A" and accrued interest | 12,003,334   | 12,003           | 1,638,664                  | -                                    | -                                              
|                                                         |              |                  |                            |                                      |                                                
|Conversion
        of Debenture "B" and accrued interest | 1,141,144    | 1,141            | 178,754                    | -                                    | -                                              
|                                                         |              |                  |                            |                                      |                                                
|Exercise
        of stock options                        | 150,000      | 150              | 22,350                     | -                                    | -                                              
|                                                         |              |                  |                            |                                      |                                                
|Net loss                                                 | -            | -                | -                          | (71,640)                             | -                                              
|Balance,
        December 31, 2004                       | 24,399,086   | $
        24,399 | $ 10,071,299               | $ (9,481,374)                        | $ 24,580                                       

See
  accompanying notes to consolidated financial statements.

23

BINGO.COM, INC.

Consolidated
  Statements of Cash Flows

|Years
        ended December 31,                                                        |  |   | 2004      |   | 2003     
|--------------------------------------------------------------------------------------- |  | - | --------- | - | ---------
|Cash
        flows from operating activities:                                           |  |   |           |   |          
|Net loss                                                                                |  | $ | (71,640)  | $ | (235,491)
|Adjustments to reconcile net loss to net cash provided
        by operating activities: |  |   |           |   |          
|Stock based compensation costs                                                          |  |   | -         |   | -        
|Depreciation and amortization                                                           |  |   | 26,347    |   | 32,612   
|Gain on settlement of debt                                                              |  |   | (42,933)  |   | (61,468) 
|Amortization of warrants - debenture discount                                           |  |   | 259,823   |   | 112,913  
|Loss on disposal of equipment                                                           |  |   | -         |   | 58,808   
|Changes in operating assets and liabilities:                                            |  |   |           |   |          
|Accounts receivable                                                                     |  |   | 10,986    |   | (44,180) 
|Prepaid expenses                                                                        |  |   | (4,854)   |   | (136)    
|Inventory                                                                               |  |   | (201)     |   | 1,968    
|Other assets                                                                            |  |   | 3,138     |   | 18,878   
|Accounts payable and accrued liabilities                                                |  |   | (80,771)  |   | 180,934  
|Unearned revenue                                                                        |  |   | 90,989    |   | (6,089)  
|Net cash provided by operating activities                                               |  |   | 190,884   |   | 58,749   
|                                                                                        |  |   |           |   |          
|Cash
        flows from investing activities:                                           |  |   |           |   |          
|Acquisition of equipment                                                                |  |   | (90,146)  |   | (7,138)  
|Acquisition of intangible asset                                                         |  |   | (49,436)  |   | -        
|Net cash used in investing activities                                                   |  |   | (139.582) |   | (7,138)  
|                                                                                        |  |   |           |   |          
|Cash
        flows from financing activities:                                           |  |   |           |   |          
|Capital lease repayments                                                                |  |   | -         |   | (25,971) 
|Exercise of stock options                                                               |  |   | 22,500    |   | -        
|Repayment of loans and notes payable                                                    |  |   | (33,816)  |   | (6,276)  
|Net cash used in financing activities                                                   |  |   | (11,316)  |   | (32,247) 
|                                                                                        |  |   |           |   |          
|Net
        increase in cash                                                            |  |   | 39,986    |   | 19,364   
|                                                                                        |  |   |           |   |          
|Cash,
        beginning of year                                                         |  |   | 34,046    |   | 14,682   
|Cash,
        end of year                                                               |  | $ | 74,032    | $ | 34,046   
|                                                                                        |  |   |           |   |          
|Supplementary information:                                                              |  |   |           |   |          
|Interest paid                                                                           |  | $ | 2,662     | $ | 4,774    
|Income taxes paid                                                                       |  | $ | -         | $ | -        
|                                                                                        |  |   |           |   |          
|Non-cash
        transactions:                                                          |  |   |           |   |          
|Acquisition of intangible asset - to be paid in 2004                                    |  | $ | -         | $ | (49,436) 

See accompanying notes to consolidated
  financial statements.

24

BINGO.COM,
  INC.

Notes to Consolidated Financial
  Statements

Years ended December 31, 2004 and 2003

1.   Introduction:

Nature of business

Bingo.com, Inc. (the "Company") was incorporated
  on January 12, 1987, under the laws of the State of Florida as Progressive
  General Lumber Corp. On January 22, 1999, the Company changed its name to
  Bingo.com, Inc.  The Company is in
  the business of providing games and entertainment based on the game of
  bingo through its internet portal, www.bingo.com
  and earns revenue from advertising placed on the portal.

Management
  Plans

Management are currently in negotiations for a
  possible private placement. These funds will be used to expand the business.
  There is no guarantee that these negotiations will be successful.

2.   
  Summary of significant accounting policies:

(a)
     Basis of presentation:

These consolidated financial
  statements have been prepared in accordance with accounting principles
  generally accepted in the United States of America. The financial statements
  include the accounts of the Company's wholly-owned subsidiaries, English
  Bay Office Management Limited (previously Bingo.com (Canada) Enterprises
  Inc.), Bingo.com Ltd. (registered in Anguilla, British West Indies), Bingo.com
  N.V. (registered in Curacao, Netherlands Antilles), Bingo.com (Antigua) Inc.,
  Bingo.com (Wyoming) Inc., Bingo Acquisition Corp and the 99% owned subsidiary,
  Bingo.com (UK) plc. All material intercompany balances and transactions
  have been eliminated in the consolidated financial statements.

(b)
     Use of estimates:

The preparation of consolidated
  financial statements in conformity with generally accepted accounting
  principles of the United States of America, requires management to make
  estimates and assumptions that affect the reported amounts of assets and
  liabilities and the disclosure of contingent assets and liabilities at the
  date of the financial statements and recognized revenues and expenses for the
  reporting periods.  Significant
  areas requiring the use of estimates include the valuation of long-lived
  assets, the collectibility of accounts receivable and the valuation of
  deferred tax assets.  Actual
  results may differ significantly from these estimates.

(c)
     Revenue recognition:

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

25

BINGO.COM,
  INC.

Notes to Consolidated Financial
  Statements

Years ended December 31, 2004 and 2003

2.    Summary of significant accounting policies (Continued):

(d)
     Foreign currency:

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

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.

During the
  year ended December 31, 2003, the Company determined that its subsidiaries'
  functional currency was changed from the local currency to the reporting
  currency of the Company.

(e)   
  Accounts
  receivable:

Trade and other accounts
  receivable are reported at face value less any provisions for uncollectible
  accounts considered necessary. Accounts receivable primarily includes trade
  receivables from customers and Goods and Services Taxes receivable in Canada.  
  The Company estimates doubtful accounts on an item-by-item basis and
  includes over-aged accounts as part of allowance for doubtful accounts, which
  are generally ones that are ninety-days overdue. 
  Bad debt expense for the year ended December 31, 2004, was $9,200 (2003
  - $693).

(f)     
  Inventory:

Inventory is stated at the lower of cost or market
  value. It consists of products, such as t-shirts, which are sold from our
  online store.

(g)   
  Equipment:

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

Equipment and computers                     
  3 years

Furniture and fixtures                            
  5 years

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

26

BINGO.COM,
  INC.

Notes to Consolidated Financial
  Statements

Years ended December 31, 2004 and 2003

2.  
 Summary
  of significant accounting policies (Continued):

(h)   
  Advertising:

The
  Company expenses the cost of advertising in the period in which the
  advertising space or airtime is used. Advertising costs charged to
  selling and marketing expenses in 2004 totaled $18,254 (2003 - $nil).

(i)     
  Stock-based
  compensation:

The Company accounts for its
  stock-based compensation arrangements with employees in accordance with
  Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
  Employees" ("APB 25") and related interpretations. As such, compensation
  expense under fixed term option plans is recorded at the date of grant only to
  the extent that the market value of the underlying stock at the date of grant
  exceeds the exercise price.  In
  accordance with SFAS No. 123 "Accounting for Stock-Based
  Compensation" ("SFAS 123"), since the Company has continued to apply
  the principles of APB 25 to employee stock compensation, pro forma loss and
  pro forma loss per share information has been presented as if the options had
  been valued at their fair values.  The
  Company recognizes compensation expense for stock options, common stock and
  other equity instruments issued to non-employees for services received based
  upon the fair value of the services or equity instruments issued, whichever is
  more reliably determined. 
  Stock compensation expense is recognized as the stock option is earned,
  which is generally over the vesting period of the underlying option.

In
  December 2002, the FASB issued SFAS No. 148 "Accounting for Stock-Based
  Compensation". This statement amends SFAS 123. SFAS 148 provides alternative
  methods of transition for companies that voluntarily change to the fair
  value-based method of accounting for stock-based employee compensation. In
  addition, this statement amends the disclosure requirements of SFAS 123 to
  require prominent disclosures in both annual and interim financial statements
  about the method of accounting for stock-based compensation and the effect of
  the method used on reported results.

In March 2000, the FASB issued
  FASB Interpretation No. 44, "Accounting for Certain Transactions
  Involving Stock Compensation." ("FIN 44") 
  The Company adopted FIN 44, effective July 1, 2000, with respect to
  certain provisions applicable to new awards, option repricings, and changes in
  grantee status.  FIN 44 addresses
  practice issues related to the application of APB 25. 
  The Company accounts for stock-based compensation issued to
  non-employees and consultants in accordance with the provisions of SFAS 123
  and SFAS 148 and EITF No. 96-18, "Accounting for Equity Instruments that
  are issued to Other Than Employees for Acquiring or in Conjunction with
  Selling, Goods or Services". The measurement date used is the earlier of
  either the performance commitment date or the date at which the equity
  instrument holder's performance is complete.

Had compensation cost for the
  Company's stock option plans been determined based on the fair value at the
  grant date for awards under those plans, consistent with the measurement

27

BINGO.COM,
  INC.

Notes to Consolidated Financial
  Statements

Years ended December 31, 2004 and 2003

2.  
  Summary of significant accounting policies (Continued):

(i) Stock-based compensation:
  (Continued)

provisions of SFAS 123 and SFAS
  148, the Company's net loss and basic loss per share would have been
  adjusted as follows:

|                                                                                                                                                     |   | 2004      |   | 2003     
|---------------------------------------------------------------------------------------------------------------------------------------------------- | - | --------- | - | ---------
|Net
        loss for the year - as reported                                                                                                          | $ | (71,640)  | $ | (235,491)
|Add:  
        Total stock-based compensation expense included in net loss, as
        reported determined under APB 25, net of related tax effects  |   | -         | $ | -        
|Deduct:  
        Total stock-based compensation expense determined under fair
        value based method for all awards, net of related tax effects |   | (168,075) | $ | (5,771)  
|Net
        loss for the year - pro forma                                                                                                            | $ | (239,715) | $ | (241,262)
|Basic
        net loss per share - as reported                                                                                                       | $ | (0.00)    | $ | (0.02)   
|Basic
        net loss per share - pro forma                                                                                                         | $ | (0.01)    | $ | (0.02)   
|Weighted
        average fair value of
        options granted during the year                                                                       | $ | 0.09      | $ | 0.01     
|                                                                                                                                                     |   |           |   |          

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

|                                        |  | 2004                 |  | 2003                
|--------------------------------------- |  | -------------------- |  | --------------------
|Expected
        dividend yield         |  | -                    |  | -                   
|Expected
        stock price volatility |  | 146
        - 175%   |  | 158
        - 174%  
|Risk-free
        interest rate         |  | 0.98
        - 1.52% |  | 1.21
        - 1.28%
|Expected
        life of options        |  | 5
        years      |  | 5
        years     
|Block
        discount applied          |  | 40%                  |  | 40%                 

In December 2004, the FASB
  issued SFAS No. 123 (revised 2004). Share-Based Payment, which is a revision
  of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS No. 123(R)
  supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees and
  amends SFAS No. 95, Statement of Cash Flows. Effective for the years on or
  after December 15, 2005, the Company will recognize all share-based payments
  to employees, including grants of employee stock options, in the statement of
  operations based on their fair values.

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

The Company accounts for
  long-lived assets in accordance with the provisions of SFAS No. 144
  "Accounting for the Impairment or Disposal of Long-Lived Assets" and SFAS
  No. 142 "Accounting for Goodwill and Other Intangible Assets" ("SFAS
  142"). During the years presented, the only long-lived assets reported on
  the Company's consolidated balance sheet are equipment, intangible assets
  and domain name rights.  These
  provisions require that long-lived assets and certain identifiable recorded
  intangibles be reviewed for impairment whenever events or changes in
  circumstances indicate that the carrying amount

28

BINGO.COM,
  INC.

Notes to Consolidated Financial
  Statements

Years ended December 31, 2004 and 2003

2.   Summary of significant accounting policies
  (Continued):

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

of an asset may not be
  recoverable.  Recoverability of
  assets to be held and used is measured by a comparison of the carrying amount
  of an asset to future net cash flows expected to be generated by the asset.  If such assets are considered to be impaired, the impairment
  to be recognized is measured by the amount by which the carrying amount of the
  assets exceed the fair value of the assets. 
  Assets to be disposed of are reported at the lower of the carrying
  amount and the fair value less costs to sell.

(k)  
  Income
  taxes:

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

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

(l)    
  Net loss per share:

Basic net loss per share is
  computed using the weighted average number of common shares outstanding during
  the year.  Diluted net loss per
  share is computed using the weighted average number of common shares and
  potentially dilutive common stock equivalents, including stock options and
  warrants and convertible debt, outstanding during the year. As the Company has
  a net loss in each of the years presented, basic and diluted net loss per
  share is the same, as any exercise of the share purchase options or exercise
  of the warrants would be anti-dilutive. At December 31, 2004, a total of
  4,905,000 (2003 - 20,130,138) potentially dilutive instruments were excluded
  from the determination of dilutive loss per share.

(m)
  Domain
  name and intangible assets:

The
  Company has capitalized the cost of the purchase of the domain name Bingo.com
  and was amortizing the cost over five years from the date of commencement of
  operations. In 2002, the Company suspended the
  amortization of the domain name cost in accordance with SFAS 142, where
  companies are no longer required to amortize indefinite life assets but
  instead test the indefinite intangible asset for impairment at least annually.
  The capitalized amount is based on the net
  present value of the minimum payments permitted

29

BINGO.COM,
  INC.

Notes to Consolidated Financial
  Statements

Years ended December 31, 2004 and 2003

2.  
  Summary of significant accounting policies (Continued):

(m)
  Domain name and intangible assets: (Continued)

under the
  terms of the purchase agreement. The domain
  name is tested for impairment by comparing the future cash flows of the domain
  name with its carrying value. The Company determined that no impairment
  existed for the years presented.

The Company capitalized the cost
  of the email list as an intangible asset and is amortizing the cost over the
  life of the contract (five years).

(n)  
  New
  accounting pronouncements:

In November 2004, the FASB
  issued Statement No. 151, "Inventory Costs", to amend the guidance in
  Chapter 4, "Inventory Pricing", of FASB Accounting Research Bulletin No.
  43, "Restatement And Revision Of Accounting Research Bulletins", which
  will become effective for the Company in fiscal year 2006. Statement 151
  clarifies the accounting for abnormal amounts of idle facility expense,
  freight, handling costs, and wasted material (spoilage). The Statement
  requires that those items be recognized as current-period charges.
  Additionally, Statement 151 requires that allocation of fixed production
  overhead to the costs of conversion be based on the normal capacity of the
  production facilities. Management believes that the adoption of SFAS 151 will
  not affect the Company's financial position or results of operations.

In
  December 2004, the FASB issued Statement No. 152 "Accounting for Real Estate
  Time-Sharing Transactions" an amendment of FASB Statements No. 66 and 67.
  Management believes that the adoption of SFAS 152 will not affect the
  Company's financial position or results of operations.

In December 2004, the FASB
  issued SFAS No. 153, "Exchanges of Nonmonetary Assets," an amendment to
  Opinion No. 29, "Accounting for Nonmonetary Transactions." Statement No.
  153 eliminates certain differences in the guidance in Opinion No. 29 as
  compared to the guidance contained in standards issued by the International
  Accounting Standards Board. The amendment to Opinion No. 29 eliminates the
  fair value exception for nonmonetary exchanges of similar productive assets
  and replaces it with a general exception for exchanges of nonmonetary assets
  that do not have commercial substance. Such an exchange has commercial
  substance if the future cash flows of the entity are expected to change
  significantly as a result of the exchange. SFAS No. 153 is effective for
  nonmonetary asset exchanges occurring in periods beginning after June 15,
  2005. Earlier application is permitted for nonmonetary asset exchanges
  occurring in periods beginning after December 16, 2004. Management does not
  expect adoption of SFAS No. 153 to have any impact on the Company's
  financial statements.

In
  December 2004, the FASB issued SFAS No. 123 (revised 2004) Share-Based
  Payment, which is a revision of SFAS No. 123, Accounting for Stock-Based
  Compensation. SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting for
  Stock Issued to Employees

30

BINGO.COM,
  INC.

Notes to Consolidated Financial
  Statements

Years ended December 31, 2004 and 2003

2.   Summary of significant accounting policies (Continued):

(n) 
  New accounting pronouncements:

and amends SFAS No. 95,
  Statement of Cash Flows. Generally, the approach in SFAS No. 123(R) is similar
  to the approach described in SFAS No. 123. However, SFAS No. 123(R) requires
  all share-based payments to employees, including grants of employee stock
  options, to be recognized in the income statement based on their fair values.
  Pro forma disclosure is no longer an alternative. The new standard will be
  effective for the Company in the first interim or annual reporting period
  beginning after December 15, 2005. The Company expects the adoption of this
  standard will have a material impact on its financial statements assuming
  employee stock options are granted in the future.

(o)  
  Financial instruments:

(i) 
  Fair values:

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

The financial statement carrying
  amount of the debentures payable reflects the market value to the Company for
  the debt.

(ii) 
  Foreign currency risk:

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

(p)
  Reclassification

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

3.   Equipment:

|2004                            |   | Cost    |   | Accumulated
        depreciation |   | Net
        book
        Value
|------------------------------- | - | ------- | - | -------------------------------- | - | ------------------------------
|                                |   |         |   |                                  |   |                               
|Equipment
        and computers | $ | 304,534 | $ | 190,551                          | $ | 113,983                       
|Furniture
        and fixtures  |   | 7,452   |   | 2,502                            |   | 4,950                         
|                                | $ | 311,986 | $ | 193,053                          | $ | 118,933                       



|2003                            |   | Cost    |   | Accumulated
        depreciation |   | Net
        book
        Value
|------------------------------- | - | ------- | - | -------------------------------- | - | ------------------------------
|                                |   |         |   |                                  |   |                               
|Equipment
        and computers | $ | 215,517 | $ | 175,115                          | $ | 40,402                        
|Furniture
        and fixtures  |   | 6,323   |   | 1,478                            |   | 4,845                         
|                                | $ | 221,840 | $ | 176,593                          | $ | 45,247                        

31

BINGO.COM,
  INC.

Notes to Consolidated Financial
  Statements

Years ended December 31, 2004 and 2003

4. 
  Domain name rights and intangible asset:

The rights
  to use the domain name bingo.com were acquired in January of 1999 for a cash
  payment of $200,000 and the issuance of 500,000 shares of common stock of the
  Company at a value of $2.00 per share. The agreement was signed with Bingo,
  Inc., an unrelated party at the date of signing of the agreement. Under the
  terms of the agreement, the Company is required to make quarterly domain name
  purchase payments to the vendor based on 4% of annual gross revenue (as
  defined in the agreement), with total minimum payments of $1,100,000 in the
  first three years, including the initial cash payment, required over the
  99 year period ended December 31, 2098. These minimum payments commitments
  were completed on June 30, 2002. During the year ended December 31, 2002, the
  agreement was amended so that the remaining domain name purchase payments
  to the vendor are made monthly, based on 4% of the preceding month's gross
  revenue. During the year ended December 31, 2004, expense payments of $46,343
  (2003 - $35,556) was paid in accordance with the amended agreement.

Domain
  name rights have been capitalized on the balance sheet based on the present
  value of the future minimum royalty payments. In 2002, the
  Company suspended the amortization of the domain name in accordance with SFAS
  142, where companies are no longer permitted to amortize indefinite life
  assets.

The intangible asset consists of
  an email list of Games, Inc. The Company has capitalized the cost of the legal
  settlement with Roger Ach, the Lottery Channel Inc. and Games, Inc.

|2004                                   |   | Cost      |   | Accumulated
        amortization |   | Net
        book
        Value
|-------------------------------------- | - | --------- | - | -------------------------------- | - | ------------------------------
|                                       |   |           |   |                                  |   |                               
|Domain
        name rights             | $ | 1,934,500 | $ | 677,259                          | $ | 1,257,241                     
|Intangible
        assets - email list |   | 49,436    |   | 11,947                           |   | 37,489                        
|                                       | $ | 1,983,936 | $ | 689,206                          | $ | 1,294,730                     



|2003                                   |   | Cost      |   | Accumulated
        amortization |   | Net
        book
        Value
|-------------------------------------- | - | --------- | - | -------------------------------- | - | ------------------------------
|                                       |   |           |   |                                  |   |                               
|Domain
        name rights             | $ | 1,934,500 | $ | 677,259                          | $ | 1,257,241                     
|Intangible
        assets - email list |   | 49,436    |   | 2,060                            |   | 47,376                        
|                                       | $ | 1,983,936 | $ | 679,319                          | $ | 1,304,617                     



5.  
  Debenture payable:

Debenture
  "A"

On April 16, 2001, the Company
  received a loan and issued a secured convertible Debenture "A" for
  $1,250,000. Bingo, Inc has subsequently acquired Debenture "A" in its
  entirety. A current director and officer of the Company, is the potential
  beneficiary of various discretionary trusts that hold approximately 80% of the
  shares of Bingo, Inc.

32

BINGO.COM,
  INC.

Notes to Consolidated Financial
  Statements

Years ended December 31, 2004 and 2003

5.   Debenture payable: (Continued)

Under
  the terms of the Debenture "A" interest shall accrue on the outstanding
  principal amount of Debenture "A" at the rate of 12% per annum from the
  issuance date through April 16, 2003, at which time the interest will become
  payable.  Thereafter, interest
  shall accrue and be payable on the first business day of each succeeding
  quarter through and including April 16, 2006.

The Company has the option to
  pay all accrued interest in cash, common stock of the Company, or a
  combination of both cash and common stock.

On April 16, 2004, the holders of Debenture "A"
  elected to convert the principal into 10,000,000 shares of the Company at a
  rate of $0.125 per share. In addition, Bingo, Inc. elected on April 16, 2004,
  to convert the accrued interest of $400,667 (December 31, 2003, $356,694) on
  Debenture "A" into 2,003,334 shares of the Company at a rate of $0.20 per
  share. These conversions were in accordance with the amended Debenture "A"
  agreement.

The common
  stock issued upon conversion of the Debenture "A" is subject to certain
  resale restrictions, as defined in Rule 144 of the Securities and Exchange Act
  of 1933 (the "Exchange Act").

The lenders of Debenture "A"
  received a total of 12,000,000 common stock purchase warrants, with an
  exercise price of $0.25 per share, of which 7,200,000 warrants were
  surrendered for cancellation by the debenture holder during the year ended
  December 31, 2002, in exchange for unused advertising inventory on the
  bingo.com website. The remaining 4,800,000 warrants expired unexercised.

The Company accounted for the
  value of the warrants upon issuance of the Debenture "A" in accordance
  with APB Opinion No. 14 "Accounting for Convertible Debt and Debt Issued
  with Stock Purchase Warrants". Using the Black-Scholes option pricing
  model, the warrants have an estimated value of $898,394, using the following
  assumptions: no annual dividend, volatility of 137%, risk-free interest rate
  of 5.17% and a term of three years. Due to the illiquidity of the Company's
  shares, a block discount of 40% ($359,357) was applied to this value providing
  a warrant debenture discount of $539,036, which is amortized to
  interest expense over five years.

The total effect of the issuance of the
  warrants relating to Debenture "A" was to increase interest expense by
  $31,743 in 2004. (2003 - $107,807). At April 16, 2004, the warrant debenture
  discount of $215,315 remained unamortized. The Company immediately expensed
  this unamortized warrant debenture discount as interest expense - Warrant
  - Debenture Discount.

Debenture
  "B"

On July 2,
  2002, the Company issued a convertible debenture for $145,000 of which $50,000
  was received from Bingo, Inc. A current director and officer of the Company,
  is the potential beneficiary of various discretionary trusts that hold
  approximately 80% of the shares of Bingo, Inc.

Under the
  terms of Debenture "B", interest accrues on the outstanding principal
  amount of Debenture "B" at the rate of 12% per annum through July 2, 2004,
  at which time the interest

33

BINGO.COM,
  INC.

Notes to Consolidated Financial
  Statements

Years ended December 31, 2004 and 2003

5.   Debenture payable: (Continued)

will become
  payable. Thereafter, interest shall accrue and be payable on the first
  business day of each succeeding quarter through and including July 2, 2006.
  All principal, accrued but unpaid interest and any other amounts due, are due
  and payable at maturity on July 2, 2006.

On
  July 2, 2004, the holders of Debenture "B" elected to convert the
  principal into 966,667 shares of the Company at a rate of $0.15 per share. In
  addition, the holders of Debenture "B" elected on July 2, 2004, to convert
  the accrued interest of $34,895 (December 31, 2003, $26,124) on Debenture
  "B" into 174,477 shares of the Company at a rate of $0.20 per share. These
  conversions were in accordance with the amended Debenture "B" agreement.

The
  common stock issued upon conversion of the Debenture "B" is subject to
  certain resale restrictions, as defined in Rule 144 of the Securities and
  Exchange Act of 1933 (the "Exchange Act").

The holders
  of the Debenture "B" received a total of 580,000 common stock purchase
  warrants with an exercise price of $0.25 per share. The common stock purchase
  warrants issued in connection with the Debenture "B" are exercisable for a
  period of three years from the date of Debenture "B". Using
  the Black-Scholes model, the warrants have an estimated value of $34,038,
  using the following assumptions: no annual dividend, volatility of 161%,
  risk-free interest rate of 1.72% and a term of three years. Due to the
  illiquidity of the Company's shares, a block discount of 40% ($13,615) was
  applied to this value providing a warrant debenture discount of $20,423. The
  estimated discounted value of the warrants will be amortized to interest
  expense over four years.

The total effect of the issuance of the
  warrants relating to Debenture "B" was to increase interest expense by
  $2,582 in 2004. (2003 - $5,106). At July 2, 2004, the warrant debenture
  discount of $10,183 remained unamortized. The Company immediately expensed
  this unamortized warrant debenture discount as interest expense - warrant
  - debenture discount.

6.  
  Stockholders' equity (deficit):

The holders of common stock are
  entitled to one vote for each share held. 
  There are no restrictions that limit the Company' ability to pay
  dividends on its common stock.  The
  Company has not declared any dividends since incorporation. 
  The Company's common stock has a par value of $0.001 per common
  stock.

(a) 
  Common stock issuances:

During the year ended December
  31, 2004, a consultant to the Company exercised 150,000 stock options at $0.15
  per share. There were no Common stock issuances during the year ended December
  31, 2003.

(b) 
  Stock option plans:

(i) 
  1999 stock option plan:

The Company has reserved a total
  of 1,895,000 common shares for issuance under its 1999 stock option plan. 
  The plan provides for the granting of non-qualified stock options to
  directors, officers, eligible employees and contractors of the Company. The
  Board of

34

BINGO.COM,
  INC.

Notes to Consolidated Financial
  Statements

Years ended December 31, 2004 and 2003

6.  
  Stockholders' equity (deficit): (Continued)

Directors
  determines the terms of the options granted, including the number of options
  granted, the exercise price and their vesting schedule.

As at December 31, 2004, there
  were a total of 1,100,000 stock options (2003 -600,000 stock options)
  outstanding at exercise prices ranging from $0.05 to $0.15 per share.

(ii) 2001 stock option plan:

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

As at December 31, 2004, there
  were a total of 3,225,000 stock options (2004 - 1,4000,000 stock options)
  outstanding at exercise prices ranging from $0.05 to $0.30 per share. Of the
  options outstanding at December 31, 2004, a total of 2,825,000 (2003 -
  850,000) were issued where 10% vests at the grant date, 15% one year following
  the grant date and 2% per month starting 13 months after the grant date. 
  A total of 715,600 (2003 - 307,100) of these common stock purchase
  options had vested at December 31, 2004.

A summary of
  stock option activity for the stock option plans for the years ended December
  31, 2004 and 2003 are as follows:

|                                             |  | Number
        of shares |   | Weighted
        average exercise price
|-------------------------------------------- |  | ------------------------ | - | ---------------------------------------
|Outstanding,
        December 31, 2002       |  | 2,700,000                | $ | 0.59                                   
|                                             |  |                          |   |                                        
|Granted
        (including repriced options) |  | 425,000                  |   | 0.05                                   
|Exercised                                    |  | -                        |   | -                                      
|Cancelled/forfeited
        or repriced      |  | (1,125,000)              |   | 0.60                                   
|Outstanding,
        December 31, 2003       |  | 2,000,000                | $ | 0.47                                   
|                                             |  |                          |   |                                        
|Granted
        (including repriced options) |  | 2,950,000                |   | 0.11                                   
|Exercised                                    |  | (150,000)                |   | 0.15                                   
|Cancelled/forfeited
        or repriced      |  | (475,000)                |   | 0.64                                   
|Outstanding,
        December 31, 2004       |  | 4,325,000                | $ | 0.12                                   

The
  following table summarizes information concerning outstanding and exercisable
  stock options at December 31, 2004:

35

BINGO.COM,
  INC.

Notes to Consolidated Financial
  Statements

Years ended December 31, 2004 and 2003

6.  
  Stockholders' equity (deficit): (Continued)

|Range
        of exercise prices per share | Number
        outstanding | Number
        exercisable | Expiry
        date
|------------------------------------------ | -------------------------- | -------------------------- | -------------------
|$                                          | 0.05                       | 570,000                    | 347,700            
|                                           | 0.05                       | 300,000                    | 300,000            
|                                           | 0.05                       | 100,000                    | 47,000             
|                                           | 0.10                       | 450,000                    | 45,000             
|                                           | 0.10                       | 100,000                    | 10,000             
|                                           | 0.10                       | 300,000                    | 300,000            
|                                           | 0.10                       | 1,200,000                  | 120,000            
|                                           | 0.15                       | 850,000                    | 625,000            
|                                           | 0.30                       | 300,000                    | 300,000            
|                                           | 0.30                       | 155,000                    | 120,900            
|                                           |                            | 4,325,000                  | 2,215,600          

During the years ended December 31, 2004 and 2003, the
  Company did not record any non-cash compensation expense relating to the
  issuance of common stock purchase options to certain employees, officers, and
  directors of the Company in accordance with FASB 123.

Subsequent to the year ended
  December 31, 2004, the holders of the Stock options exercised 435,950 stock
  options for $33,423.

(c) 
  Warrants:

Warrant
  "A"

During 2001, the Company issued
  a total of 12,000,000 stock purchase warrants in connection with the Debenture
  "A" financing described in note 5.  Each
  warrant allows the holder to purchase 1 common share at a price of $0.25 per
  share for a three year period from the date of issuance.

The lenders of Debenture "A"
  received a total of 12,000,000 common stock purchase warrants, of which
  7,200,000 warrants were surrendered for cancellation by the debenture holder
  during the year ended December 31, 2002, in exchange for unused advertising
  inventory on the bingo.com website. The remaining 4,800,000 warrants expired
  unexercised.

Warrant
  "B"

During 2002, the Company issued
  a total of 580,000 stock purchase warrants in connection with the Debenture
  "B" financing described in note 5.  Each
  warrant allows the holder to purchase 1 common share at a price of $0.25 per
  share for a three year period from the date of issuance. 
  The warrants expire on July 2, 2005.

36

BINGO.COM,
  INC.

Notes to Consolidated Financial
  Statements

Years ended December 31, 2004 and 2003

7.  
  Commitments:

The Company leases office
  facilities in Vancouver, British Columbia, Canada under an operating lease
  agreement that expires on September 29, 2005. 
  Minimum lease payments under this operating lease are approximately as
  follows:

|     |   |       
|---- | - | ------
|2005 | $ | 28,469
|     |   |       

The Company paid rent expense
  totaling $32,839 for the year ended December 31, 2004 (2003 - $30,508).

8.   Income taxes:

There was no income tax benefit
  attributable to losses from United States of America, United Kingdom and
  Canadian operations for the years ended December 31, 2004 and 2003. The
  computed benefit differed from the amounts computed by applying the United
  States of America federal income tax rate of 34 percent and various other
  rates for other jurisdictions to the pretax losses from operations as a result
  of the following:

|                                                                                                              |   | 2004      |   | 2003     
|------------------------------------------------------------------------------------------------------------- | - | --------- | - | ---------
|Computed
        "expected" tax benefit                                                                       | $ | 24,358    | $ | 80,067   
|Increase
        (reduction) in income taxes resulting from income taxes in a other tax
        jurisdictions |   | (521)     |   | 6,520    
|Other                                                                                                         |   | (67,541)  |   | (49,211) 
|Change
        in taxation rates in other tax jurisdictions                                                   |   | (44,041)  |   | (84,520) 
|Change
        in exchange rates                                                                              |   | 322,946   |   | 159,967  
|Change
        in valuation allowance                                                                         |   | (235,201) |   | (112,823)
|                                                                                                              | $ | -         | $ | -        



The tax effects of temporary
  differences that give rise to significant portions of the deferred tax assets
  and deferred tax liabilities at December 31, 2004 and 2003 are presented
  below:

|                                  |   | 2004        |   | 2003       
|--------------------------------- | - | ----------- | - | -----------
|Deferred
        tax assets:      |   |             |   |            
|Net operating loss carry forwards | $ | 3,140,726   | $ | 2,905,525  
|                                  |   |             |   |            
|Valuation Allowance               |   | (3,140,726) |   | (2,905,525)
|                                  | $ | -           | $ | -          



The
  valuation allowance for deferred tax assets as of December 31, 2004 and 2003,
  was $3,140,726 and $2,905,525, respectively. 
  The net change in the total valuation allowance for the years ended
  December 31, 2004 and 2003, was an increase of $235,201 and $112,823,
  respectively.  In assessing the
  realizability of deferred tax assets, management considers whether it is more
  likely than not that some portion or all of the deferred tax assets will not
  be realized. The ultimate realization of deferred tax assets is dependent upon
  the generation of future taxable income during the periods in which those
  differences become deductible.

37

BINGO.COM,
  INC.

Notes to Consolidated Financial
  Statements

Years ended December 31, 2004 and 2003

8.  
  Income taxes: (Continued)

Management
  considers the scheduled reversal of deferred tax liabilities, projected future
  taxable income, and tax planning strategies in assessing the realizability of
  deferred tax assets.  In order to
  fully realize the deferred tax asset attributable to net operating loss
  carryforwards, the Company will need to generate future taxable income of
  approximately $6,500,000 in the United States of America and approximately
  $2,200,000 in Canada prior to the expiration of the net operating loss
  carryforwards. These net operating loss carryforwards begin expiring in 2007
  in Canada and 2019 in the United States of America.

9.  
  Related party transactions:

We have
  received a loan of $110,871 (2003 - $147,458) from a current director and
  officer as at December 31, 2004. This loan has no fixed repayment
  terms and is non-interest bearing. The proceeds of this loan have been used by
  us to fund ongoing working capital requirements.

We
  have received a loan for $46,171 (2003 - $43,400) from a company owned by a
  current director and officer of the Company.
  The loan is secured over certain assets that the funds were used to acquire in
  2002. Interest accrues on the outstanding amount at the rate of 7% per annum
  and the interest is included in the balance of the loan.

In
  addition we have a liability for $113,065 (2003 - $192,068) to a company owned
  by a current director and officer of the Company for payment of services
  rendered and expenses incurred by a current director and officer of the
  Company.

Bingo, Inc. was issued a total
  of 200,000 common stock purchase warrants in connection with the Debenture
  "B".  These warrants are
  exercisable at a price of $0.25 per share for a period of three years from the
  dates of issuance (July 2, 2002) of Debenture "B". A current director and
  officer of the Company, is the potential beneficiary of various discretionary
  trusts that hold approximately 80% of the shares of Bingo, Inc.

Payments
  made to Bingo, Inc. in relation to the domain name purchase payment totaled
  $46,343 during the year ended December 31, 2004 (2003 - $35,556).

10.
  Segmented information:

The Company operates in one reportable business
  segment, the business of providing games and entertainment based on the game of bingo through its internet portal, bingo.com,
  supported mainly by selling advertising on the website.  The revenue for the two years ended December 31, 2004, has
  been derived primarily from advertising business in the United States of
  America.

Concentrations

Major
  customers

The
  Company has concentrations with respect to the volume of business conducted
  with several major customers. For the year ended December 31, 2004, the
  Company made sales of $127,476, $133,000 and $204,000 to three customers,
  which were in excess of 10% of total sales. For the year ended December 31,
  2003, the Company made sales of $115,050

38

BINGO.COM,
  INC.

Notes to Consolidated Financial
  Statements

Years ended December 31, 2004 and 2003

10.
  Segmented information: (Continued)

and $254,000 to two customers, which were in excess
  of 10% of total sales. These customers to whom sales represent more than 10%
  of the total sales for the last two years are agencies which represent
  multiple advertising customers who advertise on the Company's website.

Equipment

The
  Company's equipment is located as follows:

|Net
        Book Value                |   | 2004    |   | 2003  
|------------------------------------- | - | ------- | - | ------
|                                      |   |         |   |       
|Canada                                | $ | 42,661  | $ | 45,247
|Curacao,
        Netherlands Antilles |   | 76,272  |   | -     
|                                      | $ | 118,933 | $ | 45,247



11.
  Concentrations of Credit Risk:

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

The Company has concentrations of credit risk with
  respect to accounts receivable, as large amounts of its accounts receivable
  are concentrated geographically in the United States and the United Kingdom
  amongst a small number of customers. As of December 31, 2004, three customers,
  totaling $8,945, $14,000 and $17,400 accounted for total accounts receivable
  greater than 10%. At December 31, 2003, two customers totalling $37,747, and
  $10,572 accounted for total accounts receivable greater than 10%. The Company
  controls credit risk through monitoring procedures and receiving prepayments
  of cash for services rendered.  The
  Company performs credit evaluations of its customers but generally does not
  require collateral to support accounts receivable.

12.
  Subsequent Event

The
  Board of Directors of the Company decided to merge the wholly-owned subsidiary
  Bingo.com, Ltd., which is incorporated under the International Business
  Companies Act of Anguilla, British West Indies, with Bingo.com, Inc. 
  Bingo.com, Ltd. will be the surviving corporation following the merger.
  Subsequent to the year ended December 31, 2004, the Company filed a form S-4
  with the Securities Exchange Commission requesting approval of the Securities
  Exchange Commission for the merger to take place. The merger was approved by
  the Securities Exchange Commission on March 8, 2005, The merger will be
  effective on April 4, 2005.

39

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

On
March 26, 2003, the Board of Directors of Bingo.com, Inc. approved the
appointment of Dohan and Company, CPA's, P.A. of Miami, Florida, as our new
independent auditors effective March 27, 2003, and the termination of Davidson
& Company as the principal accountant engaged to audit our financial
statements.  The change in our certifying accountant was due to the
Company requiring a United States registered accountant to audit our financial
statements, and was approved by our directors, and was not due to any
disagreement between us and Davidson.

ITEM
8A.  CONTROLS AND PROCEDURES

(a)       
Management's responsibility

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

(b)       
Evaluation of disclosure controls and procedures.

Our
management, including the Chief Executive Officer and the Chief Financial
Officer, evaluated the disclosure controls and procedures of the Company within
90 days prior to the date of this report, and found them to be operating
efficiently and effectively to ensure that information required to be disclosed
by us under the general rules and regulations promulgated under the Securities
Exchange Act of 1934, is recorded, processed, summarized and reported, within
the time periods specified by rules of the SEC. These disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by us is accumulated and
communicated to our management, including our principal executive officer and
principal financial officer as appropriate to allow timely decisions regarding
required disclosure.

(c)       
Changes in internal controls.

There
were no significant changes in our internal controls or other factors that could
significantly affect our internal controls during the year ended December 31,
2004, and to the date of filing this annual report.

40

PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

DIRECTORS AND EXECUTIVE OFFICERS

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

|Name                   | Age | Position                                                                          
|---------------------- | --- | ----------------------------------------------------------------------------------
|T.
      M. Williams   | 64  | President
      and Chief Executive Officer and Chairman of our Board of Directors
|P.
      A. Crossgrove | 67  | Director                                                                          
|H.
      W. Bromley    | 35  | Chief
      Financial Officer                                                     

T. M. Williams
has served as our President and Chief Executive Officer and Chairman since
August 20, 2001.  Since 1984, Mr.
Williams has served as a principal of Tarpen Research Corporation, a private
consulting firm, and since 1993, he has been an Adjunct Professor, Faculty of
Commerce and Business Administration at the University of British Columbia.  From 1988 to 1991, he was President and Chief Executive
Officer of Distinctive Software, Inc. in Vancouver, BC, and, upon the
acquisition of that company by Electronic Arts Inc., North America's largest
developer of entertainment software, he became President and Chief Executive
Officer of Electronic Arts (Canada) Inc., where he continued until 1993. Since
1993, Mr. Williams has also been the Managing Partner of CEG, AVC and PEG
Partnerships, created to invest in entertainment software worldwide. 
Mr. Williams is a director of YM Biosciences, Inc. (a biotechnology
company) CellStop Systems, Inc. (a security manufacturing company) and Infowave
Software Inc. (an enterprise software company) and several other private
corporations..

P. A. Crossgrove
has served as one of our Directors since September 2001. Mr. Crossgrove is
currently the Chairman of Masonite International Corp. (previously Premdor Inc.)
(a door manufacturing company), a position he has held since June 1997. From
1994 to 1997, he was the President and Chief Executive Officer of Southern
Africa Minerals (an investment holding company). Mr. Crossgrove was also the
President and Chief Executive Officer of Itco Properties Ltd. (a real estate
development and management company) from 1982 to 1992 and Vice-Chairman of
Placer Dome Inc. (a mining company) in 1993 and 1994. Mr. Crossgrove is a
director of a number of other Canadian and U.S. public companies, including: QLT
Inc. (a biotechnology and pharmaceutical company), American Barrick Gold Corp.
(a mining company), Dundee ReIT (a Real Estate Income Trust) and Philex Gold
Inc. (a gold mining company). In May 2003, he was granted the Order of Canada.

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

COMPOSITION OF OUR BOARD OF DIRECTORS

We
currently have two directors. All
directors currently hold office until the next annual meeting of stockholders or
until their successors have been elected and qualified. Our officers are
appointed annually by the Board of Directors and hold office until their
successors are appointed and qualified. Pursuant to the Company's by-laws, the
number of directors shall be increased or

41

decreased from time to time by
resolution of the Board of Directors or the shareholders. There are no family
relationships between any of the officers and directors of the Company.

COMMITTEES OF OUR BOARD
  OF DIRECTORS

We
currently do not have any committees of our Board of Directors. The full Board
of Directors fulfills the role of the Audit Committee, and meets quarterly to
review and approve the quarterly financial statements and to discuss the affairs
of the company with the auditors. Mr. P. A. Crossgrove is an independent
director and meets the qualifications of a "financial expert" in terms of
Sabannes Oxley Act of 2002.

BOARD OF
DIRECTORS MEETINGS

Our Board of Directors met in person once during the last fiscal year on
May 14, 2004, and it regularly approves all actions required by consent
resolutions. The Board also meets regularly by telephone and met 4 times in
2004.

DIRECTOR COMPENSATION

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

SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

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

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

ITEM 10. 
EXECUTIVE COMPENSATION

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

SUMMARY COMPENSATION TABLE

|                                  |      | Annual
      Compensation | Long-term
      Compensation |                                
|--------------------------------- | ---- | ------------------------- | ---------------------------- | -------------------------------
|Name
      and Principal Position | Year | Salary                    | Bonus                        | Other Annual
      Compensation
|                                  |      | $                         | $                            | $                              
|T.M.
      Williams -             | 2004 | 29,227                    | -                            | -                              
|President
      and               | 2003 | 21,169                    | -                            | -                              
|CEO (1)                           | 2002 | 43,531                    | -                            | -                              

##### 

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

42

OPTION GRANTS IN THE LAST FISCAL YEAR

During
the fiscal year ended December 31, 2004, we granted to Mr. Williams and Mr.
Crossgrove stock options to purchase a total of 150,000 shares each of our
common stock at an exercise price of $0.10 per share until April 16, 2009 and a
total of 300,000 shares each of our common stock at an exercise price of $0.15
per share until September 29, 2009.  No
stock options were exercised by any our executive officers during the fiscal
year ended December 31, 2004.

STOCK OPTION PLANS

Our
1999 Stock Option Plan has a total of 1,895,000 shares of our common stock
reserved for issuance upon exercises of options under the plan. As of December
31, 2004, options to purchase a total 1,100,000 shares remained outstanding at
exercise prices ranging from $0.05 to $0.15 per share. Options to purchase
795,000 shares remained available for future grant under the 1999 Stock Option
Plan.

Our
2001 Stock Option Plan has a total of 5,424,726 shares of our common stock
reserved for issuance upon exercises of options under the plan. As of December
31, 2004, options to purchase a total 3,225,000 shares remained outstanding with
exercise prices ranging from $0.05 to $0.30 per share. Options to purchase
2,199,726 shares remained available for future grant under the 2001 Stock Option
Plan as at December 31, 2004

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

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

The
2001 stock option plan provides for the granting to our employees of incentive
stock options and the granting to our employees, directors and consultants of
non-qualified stock options.  Our
Board determines the terms and provisions of each option granted under the Stock
Option Plans, including the exercise price, vesting schedule, repurchase
provisions, rights of first refusal and form of payment. 
In the case of incentive options, the exercise price cannot be less than
100% (or 110%, in the case of incentive options granted to any grantee who owns
stock representing more than 10% of the combined voting power of the Company or
any of our parent or subsidiary corporations) of the fair market value of our
common stock on the date the option is granted. 
The exercise price of non-qualified stock options shall not be less than
85% of the fair market value of our common stock. 
The exercise price of options intended to qualify as performance-based

43

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

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

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

EMPLOYMENT ARRANGEMENTS

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

The
term of the amended Williams Agreement is for a period of one year, unless
terminated sooner by any of the parties under the terms and conditions contained
in the amended Williams Agreement. If the amended Williams Agreement is not
terminated by any of the parties, the term may be renewed for a further one year
period at the option of T.M. Williams (Row), Ltd., on substantially the same
terms and conditions, by giving three months notice in writing to the Company.
The agreement was renewed for a further one year period on August 1, 2004, on
substantially the same terms and conditions. We will pay to T.M. Williams (Row),
Ltd., 10% of the operating profit of the Company, as defined in the amendment,
to a maximum of $25,000 per month, in arrears, during the duration of the
amended Williams Agreement, as consideration for the provision of the services
of Mr. Williams as President and Chief Executive Officer of the Company.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANGEMENT AND RELATED STOCKHOLDER MATTERS

PRINCIPAL STOCKHOLDERS

The
following table sets forth certain information known to us with respect to
beneficial ownership of our common stock as of March 21, 2005, by:

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

-    
each of our directors;

-    
each of the Named Executive Officers; and

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

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

44

debentures held by
that person that are currently exercisable or convertible or exercisable or
convertible within 60 days of March 21, 2005, are deemed outstanding.

Percentage
of beneficial ownership is based upon 24,835,036shares of common stock outstanding at March
21, 2005. To our knowledge, except as set forth in the footnotes to this
table and subject to applicable community property laws, each person named in
the table has sole voting and investment power with respect to the shares set
forth opposite such person's name.

|Name
      and Address of Beneficial Owner                                                                            | Number
      of Shares Beneficially Owned |     | Percent
      of Class
|--------------------------------------------------------------------------------------------------------------------- | ----------------------------------------- | --- | ----------------------
|T.
      M. Williams
      203
      Shakespeare Tower
      The
      Barbican
      London,
      England, EC2Y 8DR | 2,189,858                                 | (1) | 7%                    
|                                                                                                                      |                                           |     |                       
|Peter
      Crossgrove
      3769
      Escarpment Road
      Caledon,
      ON
      Canada,
      L0N 1C0           | 750,000                                   | (2) | 3%                    
|                                                                                                                      |                                           |     |                       
|All
      directors and Named Executive Officers as a group (2 persons)                                               | 2,939,858                                 |     | 10%                   
|                                                                                                                      |                                           |     |                       
|Bingo
      Inc. P.O. Box 727, Landsome Road
      The
      Valley,
      Anguilla,
      B.W.I.                     | 12,896,831                                | (3) | 43%                   



(1)  Includes 150,000 shares of common stock that may be issued upon the
exercise of 150,000 stock purchase options with an exercise price of $0.30 per
share, 150,000 shares of common stock that may be issued upon the exercise of
150,000 stock purchase options with an exercise price of $0.05 per share,
150,000 shares of common stock that may be issued upon the exercise of 150,000
stock purchase options with an exercise price of $0.10 per share and 300,000
shares of common stock that may be issued upon the exercise of 300,000 stock
purchase options with an exercise price of $0.15 per share. 
Also includes 1,439,858 shares held directly by Mr. Williams. 
Mr. Williams is the potential beneficiary of certain discretionary trusts
that hold approximately 80% of the shares of a private holding company.  If 80% of the shares of common stock beneficially owned by
the private holding company are included here, Mr. William's beneficial
ownership changes to 12,507,323 shares, representing 42% of the Class.

(2)  Includes 150,000 shares of common stock that may be issued upon the
exercise of 150,000 stock purchase options with an exercise price of $0.30 per
share, 150,000 shares of common stock that may be issued upon the exercise of
150,000 stock purchase options with an exercise price of $0.05 per share,
150,000 shares of common stock that may be issued upon the exercise of 150,000
stock purchase options with an exercise price of $0.10 per share and 300,000
shares of common stock that may be issued upon the exercise of 300,000 stock
purchase options with an exercise price of $0.15 per share.

(3)     Includes 12,696,831 shares held directly by Bingo, Inc., a private
holding company. The total shares beneficially owned, also includes the shares
that could be issued upon the exercise of stock purchase warrants to purchase a
total of 200,000 shares of common stock of the Company.

ITEM
12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We have a
loan of $110,871 (2003 - $147,458) from a current director and officer as at
December 31, 2004. This loan has no fixed repayment
terms and is non-interest bearing. The proceeds of this loan have been used by
us to fund ongoing working capital requirements.

We
have a loan for $46,171 (2003 - $43,400) from a company owned by a current
director and officer of the Company. The
loan is secured over certain assets that the funds were used

45

to acquire in 2002.
Interest accrues on the outstanding amount at the rate of 7% per annum and is
included in the balance of the loan.

In
addition we have a liability for $113,065 (2003 - $192,068) to a company owned
by a current director and officer of the Company for payment of services
rendered and expenses incurred by the current director and officer of the
Company.

Bingo, Inc. was issued a total
of 200,000 common stock purchase warrants in connection with the Debenture
"B".  These warrants are
exercisable at a price of $0.25 per share for a period of three years from the
dates of issuance (July 2, 2002) of Debenture "B". A current director and
officer of the Company, is the potential beneficiary of various discretionary
trusts that hold approximately 80% of the shares of Bingo Inc.

Payments
made to Bingo, Inc. in relation to the Domain name purchase payment totaled
$46,343 during the year ended December 31, 2004 (2003 - $35,556).

ITEMS 13. 
EXHIBITS.

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

ITEM 14.  PRINCIPAL ACCOUNTING FEES
  AND SERVICES

During
the year ended December 31, 2004, the Company incurred audit fees of $41,590
(2003 - $47,762) from the principal accountant - Dohan and Company, CPA's,
P.A.

46

## 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.



By:      
/s/ 
T. M. Williams

T.
M. Williams

President
and Chief Executive Officer



Date:   
March 21, 2005

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

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

By:      
/s/  T. M. Williams           
President and Chief                    
 March 21, 2005

T. M. Williams                         
  Executive Officer and

Director
(Principal

Executive Officer)

By:      
/s/  P. A. CrossgroveDirector                                    
  March 21, 2005

P.
A. Crossgrove

By:      
/s/  H. W. BromleyChief Financial Officer                 
March 21, 2005

H. W. Bromley                        
(Principal Financial and

Principal
Accounting Officer)

47

EXHIBIT
31.1

CERTIFICATIONS

I,
T. M. Williams, certify that:

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

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

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

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

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

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

(c)  
Evaluated the effectiveness of Bingo.com, Inc.'s disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of as of December
31, 2004, covered by this annual report based on such evaluation; and

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

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

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

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



Signed: 
/S/ T. M.  Williams                                                      
Date
:March 21, 2005

T.
M. Williams, Chairman of the Board,

Chief
Executive Officer, President and Secretary

(Principal
Executive Officer)

48

EXHIBIT
31.2

CERTIFICATIONS

I,
H. W. Bromley, certify that:

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

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

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

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

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

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

(c)  
Evaluated the effectiveness of Bingo.com, Inc.'s disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of as of December
31, 2004, covered by this annual report based on such evaluation; and

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

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

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

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



Signed: 
/S/ H. W. Bromley                                                    
Date
:March 21, 2005

H.W.
Bromley,

Chief
Financial Officer

(Principal
Accounting Officer)

49

EXHIBIT 32.1

CERTIFICATION
PURSUANT TO

18
  U.S.C.SECTION1350,

AS
ADOPTED PURSUANT TO

SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002



In
connection with the Annual Report of Bingo.com, Inc. (the "Company") on Form
10-KSB for the period ended December
31, 2004, as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), I, T. M. Williams, Chief Executive Officer of the
Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:

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



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





/S/ T.M. Williams

T. M. Williams

President and Chief Executive Officer

March 21, 2005

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

50

EXHIBIT 32.2



CERTIFICATION
PURSUANT TO

18
U.S.C.SECTION1350,

AS
ADOPTED PURSUANT TO

SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002



In
connection with the Annual Report of Bingo.com, Inc. (the "Company") on Form
10-KSB for the period ended December
31, 2004 as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, H. W. Bromley, Chief Financial Officer of the Company,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

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



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



/S/ H. W. Bromley

H. W. Bromley

Chief Financial Officer

March 21, 2005

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

51

EXHIBIT LIST

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

|Exhibit Number | Description                                                                                                                                                                                                         
|-------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.1            | $1,250,000.00 Secured Convertible Debenture between
      the Company, Redruth Ventures Inc, and Bingo, Inc. dated April 16, 2001.
      (b)                                                                        
|4.2            | Common
      Stock Purchase Warrant between the Company and Redruth Ventures Inc. a
      British Virgin Islands corporation dated April 16, 2001. (b)                                                              
|4.3            | Common
      Stock Purchase Warrant between the Company and Bingo, Inc. dated April 16,
      2001. (b)                                                                                                             
|4.4            | Convertible
      Debenture between the Company and unrelated parties dated July 2, 2002.
      (d)                                                                                                                 
|4.5            | Common
      Stock Purchase Warrant between the Company and unrelated parties dated
      July 2, 2002. (d)                                                                                                         
|10.2           | Asset
      Purchase Agreement by and between Bingo, Inc. and Progressive Lumber,
      Corp. dated January 18, 1999. (a)                                                                                           
|10.24          | Amended
      Consulting Agreement dated February 28, 2002, between the Company, T.M.
      Williams (Row), Ltd., and T.M. Williams. (c)                                                                            
|10.26          | The
      Purchase and Sale Agreement Between Redruth Ventures Inc. and Bingo.com,
      Inc. dated May 21, 2002. (c)                                                                                               
|10.27          | Consulting
      agreement dated July 2, 2002, between the Company, Bromley Accounting
      Services Ltd and Mr. H. W. Bromley. (c)                                                                                
|10.28          | Share
      Purchase agreement between T.M. Williams and Bingo.com, Inc. for the
      purchase of shares in Bingo.com (UK) plc. dated August 15, 2002. (d)                                                         
|10.29          | Amendment of Asset Purchase Agreement dated July 1, 2002. (e)                                                                                                                                                       
|10.30          | Amendment to the restated convertible debenture originally dated April
      16, 2001, and restated as at May 21, 2002 dated July 23, 2003. (f)                                                                     
|10.31          | Settlement agreement between and among Roger Ach, Bingo.com, Inc., the
      Lottery Channel, Inc. a/k/a Gamebanc corporation and Games, Inc. and
      agreement for cross promotion dated October 17, 2003. (g)   
|31.1           | Certificate of Chief Executive Officer pursuant to the Securities
      Exchange Act Rules 13a-15(e) and 15d -15(e) as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002 dated March 21, 2005.
|31.2           | Certificate of Chief Financial Officer pursuant to the Securities
      Exchange Act Rules 13a-15(e) and 15d -15(e) as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002 dated March 21, 2005.
|32.1           | Certification
      from the Chief Executive Officer of Bingo.com, Inc. pursuant to 18 U.S.C.
      Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
      of 2002 dated March 21, 2005.  
|32.2           | Certification
      from the Chief Financial Officer of Bingo.com, Inc. pursuant to 18 U.S.C.
      Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
      of 2002 dated March 21, 2005.  

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

(b)
Previously filed with the Company's quarterly report on Form 10-Q for the
period ended June 30, 2001, on June 25, 2001.

52

EXHIBIT LIST
(CONTINUED)

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

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

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

(f)
) Previously filed with the Company's quarterly report on Form 10-Q for the
period ended June 30, 2003, on August 14, 2003.

(g)
) Previously filed with the Company's quarterly report on Form 10-Q for the
period ended September 30, 2003, on November 12, 2003.

53