UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

FORM
10-K

(Mark
One)

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

SECURITIES EXCHANGE ACTOF
1934

For the
fiscal year ended: December 31, 2003

Or

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

SECURITIES EXCHANGEACT OF 1934

For
the transition period from to

Commission
file number:000-26319



Bingo.com,
  Inc.


(Exact
name of registrant as specified in its charter)



|Florida                                                              |  | 98-0206369                                
|-------------------------------------------------------------------- |  | ------------------------------------------
|(State
      or other jurisdiction of 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 phone number) | 
| | -------------------------------------------------------------------------------------- | 

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

None

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

COMMON
  STOCK, PAR VALUE $0.001 PER SHARE


(Title
of class)





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. |X| Yes |_| No

Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule
12b-2 of the Act). |_| Yes |X| No

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

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 26, 2004, being $0.08 per share: $749,180. The
number of shares of the registrant's common stock outstanding on March 26, 2004,
was 11,104,608.
The registrant's 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

None



1



###### TABLE OF CONTENTS

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

ITEM
1. 
BUSINESS....................................................................................................................
3

ITEM
2.
  PROPERTIES...............................................................................................................
  17

ITEM
3. LEGAL
  PROCEEDINGS..............................................................................................
  17

ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS................... 19

PART
  II........................................................................................................................................... 
  20

ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY  AND

RELATED STOCKHOLDER
  MATTERS.................................................................................. 
  20

ITEM
6. SELECTED FINANCIAL
  DATA................................................................................ 
  21

ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL
  CONDITION AND RESULTS OF
  OPERATION..............................................  22

ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET
  RISK...........................................................................................................
  28

ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.............................. 
29

ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL
DISCLOSURE........................................................  
57

ITEM
9A.  CONTROLS AND PROCEDURES........................................................................ 
58

PART
III........................................................................................................................................  
59

ITEM
10.  DIRECTORS AND EXECUTIVE
OFFICERS OF THE REGISTRANT................   59

ITEM
11.  EXECUTIVE
COMPENSATION...........................................................................  
60

ITEM
12.  SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS

AND MANAGEMENT ............................................................................................................ 
  62

ITEM
13.  CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS.......................  64

ITEM
14.  PRINCIPAL ACCOUNTING FEES AND
SERVICES..........................................   64

PART
IV.......................................................................................................................................  
65

ITEMS
15.  EXHIBITS, FINANCIAL STATEMENT
SCHEDULES AND

REPORTS ON FORM
  8-K...................................................................................................... 
  65

SIGNATURES.........................................................................................................................  
66

CERTIFICATIONS.................................................................................................................   67

CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT

TO SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002..........................................
69

EXHIBIT
LIST.........................................................................................................................  
71

2



PART I

This
Annual Report on Form 10-K contains forward-looking statements that involve
risks and uncertainties.  All
statements contained herein that are not statements of historical fact
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Discussions containing forward-looking
statements may be found in the material set forth under "Business,"
"Business - Risks Related to Our Business," and "Management's Discussion
and Analysis of Financial Condition and Results of Operations," 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.  You
should not place undue reliance on these forward-looking statements. Our actual
results could differ materially from those expressed or implied in the
forward-looking statements for many reasons, including the risks described under
"Business - Risks Related to Our Business" and elsewhere in this Annual
Report.

ITEM 1.  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. The Company envisions
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. The Company's existing
website has attracted over 950,000 registered users and served over
2,000,000,000 bingo cards since its inception; the Company intends to continue
to build on this subscriber base to further develop its online presence.

The Company generates 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. We intend to provide non-North
American 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 its 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.

3



**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 the Company acquired
the use of the second level domain name bingo.com and embarked on its business
strategy to become a leading online provider of bingo based games and
entertainment.

The Company conducts its business through the Florida incorporated
entity and through its 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 it name to
English Bay Office Management Limited on September 8, 2003.

On August 15, 2002, the Company 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.

The
Company also maintains 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.

All three of the inactive subsidiaries were incorporated to facilitate
the implementation of business plans that the Company has since modified and
refocused and consequently, there is no 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**

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

**Bingo.com Domain Name**

On January 18, 1999, the Company 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

4



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 months 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 name was
reasonable.

During the year ended December 31, 2003, the Company made payments
totaling $35,556 (2002 -$12,023) related to payments based on 4% of the
preceding months gross revenue as defined in the amended agreement. In 2002, the
Company made payments of $184,772 relating to the final payment made in
accordance with the agreement for the minimum guaranteed domain name purchase
payment. 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**

The Company aims to become the leading online provider of bingo based
games and entertainment. The Company intends 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 do
not include adult content or gambling for cash. The Company, however, intends to
offer traditional bingo for cash to non-North American players.

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. The Company intends to continue to
provide prize-based, play-for-free games emphasizing entertainment.

The Company uses the appeal of the bingo.com domain name to sell
advertising on the free site, which is currently the Company's primary revenue
source. Advertising revenue from the bingo.com website accounted for
approximately 99% of our revenue for the year ended December 31, 2003. During
the year ended December 31, 2003, over 200 million player sessions were offered
to the Company's registered players. The average visitor session length was 55
minutes per user. The Company's website continues to be one of the stickiest
sites on the Internet. As a result of this appeal to web users, the Company
serves over 1.2 billion ads on the bingo.com website during the year ended
December 31, 2003.

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. The Company will continue to pursue a co-branding strategy
as part of its overall plans. In addition, the

5



Company will continue to
establish promotional agreements with prominent websites and media content
providers that have reciprocal links to bingo.com, or to display advertising.

The Company has built multiple revenue streams and believes that there
is value in the ability to direct the traffic of our membership base and their
buying power, and intend to pursue affinity arrangements with merchant partners.
The Company will continue to sell advertising space on the bingo.com website.
The Company believes that its growing user base and stickiness will provide
advertisers with an attractive platform to reach their target audience.

**The Niche**

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

The game of bingo is reported to be the most socially acceptable form of
gaming in the world played by over 500 million people worldwide. The online
casino market is well developed on the Internet whereas the online bingo market
is still in its infancy. Industry experts have indicated that the online bingo
market could, over time, be larger than the online casino market and grow at a
faster rate.

The Company's website bingo.com has broader appeal in the marketplace,
is less regulated, and is typically classed as a minor form of gambling. We
believe that a significant percentage of American bingo players are between the
ages of 18 and 44, and that Baby Boomers are playing bingo more than ever. The
Baby Boomer generation is considered to have the most disposable income and the
highest ability to access the Internet. We believe that bingo is well suited for
online entertainment content, and that online games are a compelling
entertainment medium for a mass user audience. There is appeal in providing
players with an opportunity to win prizes and cash while allowing them to access
entertaining content according to their own schedule from their own location. We
intend to lead the way using the popularity of bingo games, the accessibility of
the Internet and the rate of growth for entertainment based game sites.

The Company believes that its future success will be dependent on a
number of factors. These include focus on online bingo games, and online
entertainment, and the development of a personalized community atmosphere, which
will encourage lengthy site visits by users. We believe the nature of the
Company's website content and our player base will allow the Company to
establish a large detailed database of registered players, which is a
distinguishing factor to attracting online advertisers.

The Company intends to promote the bingo.com brand name by building a
network of affiliations with prominent companies, both online and off.

**Business Strategy**

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

Continue
to enhance content

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

6



standard bingo games. These 'skins' can reflect themes, corporate interests
or other targeted messages.

Build
multiple revenue streams

We
currently generate revenue from selling advertising on the free bingo site, and
through other initiatives such as co-branding and affiliates. An example of this
is the online store Walter Drake, where bingo.com users can receive discounts on
purchases made at the Walter Drake site. The Company receives a commission for
all purchases made on the Walter Drake site by our users. We expect to continue
to 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
non-North American players. The Company currently earns 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. Walter Drake;
- Third-Party referral arrangements such as that
with Lavalife, where the Company receives a fee whenever a bingo.com player
becomes a registered user of their online personals service.

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

Expand registered user database

We have demonstrated the ability to attract and keep a large subscriber
base. It is our intention to continue the growth of our database through
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. The Company's 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
session length of more than 55 minutes. The Company is becoming the 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 the Company 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 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

7



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.

**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 build an
Internet community consisting of a dedicated and loyal user base that we believe
will support our ability to generate advertising revenues, and e-commerce sales
for the Company.

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, 2003, the Company had six full-time employees, not
including temporary personnel, consultants, and independent contractors. The
Company retains consultants to provide special expertise in developing strategy,
marketing, software and technologies and outsources its development resources.
None of our employees is represented by a labor union, and we believe that our
relationship with our employees is good.

We are substantially dependent upon the continued services and
performance of 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.

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 for residents outside of North America, and
other forms of entertainment on the Internet. At the end of fiscal 2003, the
majority of the Company's equipment was located in Canada.

Seasonality

The Company does not believe that seasonality has an effect on its
traffic volumes or its revenue realization.

**Competition**

The Company faces competition primarily from other companies that target
the entertainment segment of the market. Lycos, Inc., through its site
Gamesville, 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.

8



**Trademarks and Intellectual Property Protection**

The Company will continue to consider the need to apply for trademark
registration and protection for its games, logo and various phrases in Canada
and the United States. The Company has 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 its proprietary
technology, to protect our technologies.

**RISK FACTORS**

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

**Risks Related to Our Business**

We
have a limited operating history and a history of losses and expect future
losses, and there can be no assurances that we will achieve profitability, which
makes our ability to continue as a going concern questionable.

We have incurred significant net losses and negative cash flow from
operations since our inception. We incurred net losses of $1,955,200 in fiscal
2001, $968,708 in fiscal 2002 and $235,491 in fiscal 2003. 
As of December 31, 2003, we had an accumulated deficit of  $9,409,734, and during the year ended December 31, 2003, we provided cash of 
$58,749 in operating activities (2002 - used cash of $95,275,
2001 - used cash of $646,717). Although we reduced our operating costs and our
cash utilization rate significantly during the 2003 fiscal year, we will
continue to incur sales and marketing and general and administrative expenses in
the future. As a result, we may incur losses in the future and will need to
generate higher revenues in order to achieve sustainable profitability.

Our
financial statements have been prepared on a going concern basis, which presumes
the realization of assets and the settlement of liabilities in the normal course
of operations. The application of the going concern principle is dependent upon
the Company achieving profitable operations to generate sufficient cash flows to
fund continued operations, or, in the absence of adequate cash flows from
operations, obtaining additional financing. If the Company is unable to achieve
profitable operations or obtain additional financing, we may be required to
reduce or to limit operations, or cease operations altogether. The auditors'
report on the December 31, 2003, consolidated financial statements contains an
explanatory paragraph that states that the Company has suffered losses and
negative cash flows from operations that raise substantial doubt about the
Company's ability to continue as a going concern. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.

We
may not be able to generate sufficient revenue to entirely support our
operations in fiscal 2004 due to a number of factors including, among others:

- the cost of promoting and marketing our bingo
portal;
- the general demand for online advertising has
decreased, as have advertising rates, which will impact
our advertising revenue;
- the costs associated with developing our
software and technologies, installing equipment and
expanding our facilities;
- the costs associated with hiring and retaining
experienced management and staff for our operations.
- the impact of government legislation on our advertisers.

9



We
are subject to risks and challenges frequently encountered by early stage
companies engaged in early stage enterprises and Internet commerce.

We
face risks, uncertainties, expenses and difficulties frequently encountered by
companies in their early stages of development that may be using new and
unproven business models, particularly companies engaged in Internet commerce.

These
risks include, but are not limited to:

- our revenue forecasts may be incorrect because
of our limited experience selling our products and
services;
- our ability to generate revenues will depend on
selling advertising on a website focused on bingo entertainment;
- as our business grows and the expectations of
our customers increase, we must develop and
upgrade our infrastructure,
including internal controls, transaction processing capacity, data storage
and
retrieval systems and website to remain competitive. We may not have the capital
resources to
do so;
- we compete with a number of larger competitors
with greater financial, capital, technical, marketing and human resources and
experience than us;
- we may not be able to continue to offer new and
exciting content that is attractive and compelling to
existing users;
- our business is dependent upon the Internet for
commerce and growth;
- general economic conditions could change and
adversely affect our business;
- our business is subject to regulatory risks,
which may increase the cost of operating our businesses
or prohibit us from
conducting our business altogether;
- we depend upon key personnel and management to
fully develop our businesses.

We are substantially dependent on third parties for
most aspects of our business.

We have chosen to pursue a strategy whereby we have outsourced many of
our mission-critical business functions, including website hosting, and serving,
and web server collocation. Most of these functions are performed by a limited
number of small companies. As a result, we face increased risk that our business
could be interrupted by the failure of any one of our key vendors or suppliers,
and such an interruption could have a material impact on our financial position
and results of operations.

We will need additional capital to continue to
operate our business.

We have not yet achieved profitable operations
or secured a long-term source of consistent and reliable revenue. As of December
31, 2003, we had $34,046 in cash. Although our cash flow is
improving, we may need to obtain additional financing to grow our operations for
the duration of 2004. The Company is constantly looking for new sources of
revenue that will help fund our business.  There
can be no assurances that this will be achieved.

If we successfully raise additional funds through the issuance of debt,
we will be required to service that debt and are likely to become subject to
restrictive covenants and other restrictions contained in the instruments
governing that debt, which may limit our operational flexibility. If we raise
additional funds through the issuance of equity securities, then those
securities may have rights, preferences or privileges senior to the rights of
holders of our common stock, and holders of our common stock will experience
dilution.

We cannot be certain that such additional debt or equity financing will
be available to us on favorable terms when required, or at all. If we cannot
raise funds in a timely manner, or on acceptable terms, we may not be able to
promote our brand, develop or enhance our products and services, take advantage
of future opportunities or respond to competitive pressures or unexpected
requirements, and we may be required to reduce or limit operations.

10



If
our key personnel leave the Company, our ability to succeed will be adversely
affected

The future success of the Company will depend on certain key management,
marketing, sales and technical personnel. We are currently dependent on our
President and Chief Executive Officer, T. M. Williams, for the success of the
business. We also rely upon consultants and advisors who are not employees. The
loss of key personnel could have a material adverse effect on our operations. We
do not maintain key-man life insurance on any of our key personnel. The
inability to attract, retain and motivate highly skilled personnel required for
expansion of operations and development of technologies could adversely affect
our business, financial condition and results of operations. We cannot assure
you that we will be able to retain our existing personnel or attract additional,
qualified persons when required and on acceptable terms.

The
effect of Government Legislation

During the 2003 fiscal year, the House Judiciary Committee of the US
Government approved HR21 "Unlawful Internet Gambling Funding Prohibition
Act". This bill creates a new crime of accepting financial instruments,
such as credit cards or electronic fund transfers, for debts incurred in illegal
Internet gambling. The bill enables state and federal Attorneys General to
request that injunctions be issued to any party, such as financial institutions
and Internet Service Providers, to assist in the prevention or restraint of
illegal Internet gambling.  This
bill still needs to be ratified by the Senate before it becomes passed as law.
The Company does not offer any illegal Internet gambling and will therefore not
be directly affected by this bill, however many of our advertisers will be
affected by this bill and therefore the Company's revenue stream maybe
affected.

We
have capacity constraints and system development risks that could damage our
customer relations or inhibit our possible growth, and we may need to expand our
management systems and controls quickly, which may increase our cost of
operations

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

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

We cannot assure you that our and our vendors' data repositories,
financial systems and other technology resources will be secure from security
breaches or sabotage, especially as technology changes and becomes more
sophisticated. In addition, many of our and our vendors' software systems are
custom-developed and we and our vendors rely on employees and certain
third-party contractors to develop and maintain these systems. If certain of
these employees or contractors become unavailable, we and our vendors may
experience difficulty in improving and maintaining these systems. Furthermore,
we expect that we and our vendors may continue to be required to manage multiple
relationships with various software and equipment vendors whose technologies may
not be compatible, as well as relationships with other third parties to maintain
and enhance their technology infrastructures. Failure to achieve or maintain
high capacity data transmission and security without system downtime and to
achieve improvements in their transaction processing systems and network
infrastructure could have a materially adverse effect on our business and
results of operations.

11



Increased
security risks of online commerce may deter future use of our website, which may
adversely affect our ability to generate revenue

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

**We face the
risk of system failures, which would disrupt our operations**

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

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

We
face risks of claims from third parties for intellectual property infringement
that could adversely affect our business

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

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

Our success and ability to compete are substantially dependent upon our
technology and data resources, which we intend to protect through a combination
of patent, copyright, trade secret and/or trademark law. We currently have no
patents or trademarks issued to date on our technology and there can be no
assurances that we will be successful in securing them when necessary.

12



We
may not be able to protect our Internet domain name, which is important to our
branding strategy

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

If
we are unable to maintain our popularity with third party Search engines then
our customer base, and therefore, our advertising revenue will not continue to
grow.

Due to
our limited capital we do not run large advertising campaigns. We are,
therefore, reliant on third party Search engines such as Google and Yahoo! to
provide prospective customers with links to facilitate traffic to www.bingo.com.
Historically, the Company's Website has been listed first when users have
searched for the word "bingo" on many third party search engines. This
ranking continues today but, given the increasing competition for rankings,
including the trend towards paid rankings, there can be no guarantees that the
Company's Website will continue to maintain such a ranking. The high ranking
levels that the Company's Website has maintained has resulted in Bingo.com
obtaining between 800 to 1200 new registrations per day which, is highly
attractive to our advertisers. We believe that these search engines are
important in order to facilitate broad market acceptance of our service and thus
enhance our sales. We continue to look for new methods to optimize our ranking
position with various Internet Search Engines, including the maintenance of
reciprocal links with complementary third party sites.

Our
financial position and results of operations will vary depending on a number of
factors, most of which are out of our control

We
anticipate that our operating results will vary widely depending on a number of
factors, some of which are beyond our control. These factors are likely to
include, but not be limited to:

- demand for our online
services by registered users, advertisers and consumers;
- prices paid by advertisers
using our service, which fluctuate with the changing market;
- costs of attracting
consumers to our website, including costs of receiving exposure on third-party
websites
and advertising costs;
- costs related to forming
strategic relationships;
- loss of strategic
relationships;
- our ability to
significantly increase our distribution channels;
- competition from companies
offering same or similar products and services and from companies with
much
deeper financial, technical, marketing and human resources;
- the amount and timing of
operating costs and capital expenditures relating to expansion of our
operations;
- costs and delays in
introducing new services and improvements to existing services;
- changes in the growth rate
of Internet usage and acceptance by consumers of electronic commerce;
- changes and introduction of new software e.g. Pop up blockers;
- technical difficulties,
system failures or Internet downtime;

13



- government regulations related to our business, and to the Internet,
especially the "Unlawful Internet Gambling Funding Prohibition Act",
which has yet to be ratified by the United States Senate. This bill prohibits
accepting of financial instruments, such as credit cards or electronic fund
transfers, for debts incurred in illegal Internet gambling. This does not affect
us directly but may affect some of our advertisers and, therefore, our revenue;
- our ability to upgrade and
develop our information technology systems and infrastructure;
- general economic
conditions, as well as those specific to the Internet and related industries.

Because we have a limited operating history, it is difficult to
accurately forecast the revenues that will be generated from our current and
proposed future product offerings.

Risks Related to
Our Industry

If
we are unable to meet the changing needs of our industry, our ability to compete
will be adversely affected

We operate in an intensely competitive industry. To remain competitive,
we must be capable of enhancing and improving the functionality and features of
our online services. The Internet portal, the online advertising industry and
the Internet gaming industry are rapidly changing. If competitors introduce new
products and services embodying new technologies, or if new industry standards
and practices emerge, our existing services, technology and systems may become
obsolete. There can be no assurances that we will be successful in responding
quickly, cost effectively and adequately to new developments or that funds will
be available to respond at all. Any failure by us to respond effectively would
significantly harm our business, operating results and financial condition.

Our
future success will depend on our ability to accomplish the following:

- license and develop leading technologies useful
in our business;
- develop and enhance our existing products and
services;
- develop new services and technologies that
address the increasingly sophisticated and varied needs
of prospective
consumers; and
- respond to technological advances and emerging
industry standards and practices on a cost-effective
and timely basis.

Developing
Internet services and other proprietary technology entails significant technical
and business risks, as well as substantial costs. We may use new technologies
ineffectively, or we may fail to adapt our services, transaction processing
systems and network infrastructure to user requirements or emerging industry
standards. If our operations face material delays in introducing new services,
products and enhancements, our users may forego the use of our services and use
those of our competitors. These factors could have a material adverse effect on
our financial position and results of operations.

If
our web portal is unable to achieve and maintain a critical mass of registered
users, advertisers and consumers, we may be unable to sell advertising or to
generate revenue

The success of our web portal is dependent upon achieving significant
market acceptance of our site by registered users, advertisers and consumers.
Internet advertising in general is at an early stage of development and most
potential advertisers have only limited experience advertising on the Internet
and have not devoted a significant portion of their advertising expenditures to
Internet advertising. Our competitors and potential competitors may offer more
cost-effective advertising solutions, which could damage our business. In
addition, our website may not achieve significant acceptance by registered users
and consumers. Failure to achieve and maintain a critical mass of registered
users; advertisers and consumers would seriously harm our business.

Our
business may be subject to government regulation and legal uncertainties that
may increase the costs of operating our web portal, limit our ability to sell
advertising, or interfere with future operations of the Company

There are currently few laws or regulations directly applicable to
access to, or commerce on, the Internet. Due to the increasing popularity and
use of the Internet, it is possible that laws and

14



regulations may be adopted,
covering issues such as user privacy, defamation, pricing, taxation, content
regulation, quality of products and services, and intellectual property
ownership and infringement. Such legislation could expose the Company to
substantial liability as well as dampen the growth in use of the Internet,
decrease the acceptance of the Internet as a communications and commercial
medium, or require the Company to incur significant expenses in complying with
any new regulations. The European Union has adopted privacy and copyright
directives that may impose additional burdens and costs on international
operations. The State of California has introduced tough new laws regarding the
distribution of unsolicited emails to potential customers.

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

A number of proposals have been made at the federal, state and local
level that would impose additional taxes on the sale of goods and services
through the Internet. Such proposals, if adopted, could substantially impair the
growth of electronic commerce and could adversely affect us.

We are also subject to new laws such as the Digital Millennium Copyright
Act, which is intended to reduce the liability of online service providers for
listing or linking to third-party websites that include materials that infringe
copyrights. Also, the Children's Online Protection Act and the Children's Online
Privacy Act will restrict the distribution of certain materials deemed harmful
to children and impose additional restrictions on the ability of online services
to collect user information from minors. Furthermore, the Protection of Children
from Sexual Predators Act mandates that electronic communication service
providers report facts or circumstances from which a violation of child
pornography laws is apparent. Although this will not have a direct impact on our
business, we may incur additional costs to service our existing customers or to
work with our affiliates.

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

We are constantly reviewing various pieces of legislation, and cannot
currently predict the effect, if any, that this legislation will have on our
business. There can be no assurances that this legislation will not impose
significant additional costs on our business or subject the Company to
additional liabilities. Moreover, the applicability to the Internet of existing
laws governing issues such as gambling, property ownership, copyright,
defamation, obscenity and personal privacy is uncertain. The Company may be
subject to claims that our services violate such laws. Any new legislation or
regulation in Canada, the United States or abroad or the application of existing
laws and regulations to the Internet could damage our business.

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

We cannot predict what new laws will be enacted or how courts will
interpret both existing and new laws.  As
a result, we are uncertain about how new laws or the application of existing
laws may affect our business. In addition, our business may be indirectly
affected by our suppliers or customers who may be subject to such legislation.
Increased regulation of the Internet may decrease the growth in the use of the
Internet or hamper the development of Internet commerce and online
entertainment, which

15



could decrease the demand for our services, increase our
cost of doing business or otherwise have a material adverse effect on our
business, results of operations and financial condition.

**Risks
Associated With our Common Stock**

We are indebted to lenders, which may limit your
ability to influence the outcome of key transactions, including changes of
control

During 2001, we issued a $1,250,000 12% secured convertible Debenture
"A", due April 16, 2006. Bingo, Inc. holds this Debenture "A" in its
entirety. During 2002, we issued $145,000 12% convertible Debenture "B" due
July 2, 2006. Bingo, Inc. acquired $50,000 of this Debenture "B". The
remaining holders of Debenture "B" are several unrelated parties. Our
President and Chief Executive Officer is a potential beneficiary of several
discretionary trusts that hold approximately 80% of the shares of Bingo Inc.

In addition, the Debenture "A" holders
were granted warrants entitling them to purchase, for a period of three years
from the issuance date of the Debenture "A", up to 12,000,000 shares of
common stock of the Company at an exercise price of $0.25 per share. 7,200,000
"A" Warrants were cancelled during May 2002, in
exchange for unused advertising inventory on the bingo.com website. The
Debenture "B" holders were granted warrants entitling them to
purchase, for a period of three years from the issuance date of the Debenture
"B", up to 580,000 shares of common stock of the Company at an exercise
price of $0.25 per share.

On July 23, 2003, the holder of Debenture "A", Bingo, Inc., agreed to
defer the interest due and subsequent interest due until April 16, 2004, when
the accrued interest will be paid in common stock of the Company at an agreed
conversion price of $0.20 per share and to exercise their right to convert all
the outstanding principle of Debenture "A" into common shares of the
Company. The conversion of the balance of Debenture "A" & Debenture
"B" (the "Debentures") and the accrued interest on Debenture "A"
outstanding at December 31, 2003, into shares of common stock would have resulted
in Bingo, Inc. owning an aggregate of 48% of our common stock. The conversion of
the Debentures and the accrued Interest will provide the lenders with a certain
level of control over matters requiring approval of our stockholders and will
result in dilution to our stockholders.

Our
shares are considered Penny Stock and are subject to the Penny Stock rules,
which may adversely affect your ability to sell your shares

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

Under the Penny Stock regulations, a broker-dealer selling Penny Stock
to anyone other than an established customer or Accredited Investor (generally,
an individual with net worth in excess of $1,000,000 or an annual income
exceeding $200,000, or $300,000 together with his or her spouse) must make a
special suitability determination for the purchaser and must receive the
purchaser's written consent to the transaction prior to sale, unless the
broker-dealer or the transaction is otherwise exempt. In addition, the Penny
Stock regulations require the broker-dealer to deliver, prior to any transaction
involving a Penny Stock, a disclosure schedule prepared by the Commission
relating to the Penny Stock market, unless the broker-dealer or the transaction
is otherwise exempt. A broker-dealer is also required to disclose commissions
payable to the broker-dealer and the registered

16



representative and current
quotations for the securities. Finally, a broker-dealer is required to send
monthly statements disclosing recent price information with respect to the Penny
Stock held in a customer's account and information with respect to the limited
market in Penny Stocks.

Substantial
sales of our common stock could cause our stock price to fall.

If
our stockholders sell substantial amounts of our common stock, including shares
issued upon the exercise of outstanding options and warrants, the market price
of our common stock could decline. As of the date of this report, we have
outstanding 11,104,608shares
of common stock, a Debenture "A" payable convertible at the option of the
holder into a total of 10,000,000 shares of common stock and a Debenture "B"
payable convertible at the option of the holders into a total of 966,667 shares
of common stock, accrued Interest on Debenture "A" convertible into
1,783,471 share of common stock, stock purchase Warrant "A" to purchase a
total of 4,800,0000 shares of common stock and stock purchase Warrant "B" to
purchase a total of 580,0000 shares of common stock, and stock purchase options
to acquire an aggregate of 2,000,000 shares of common stock, of which 1,457,100
were vested and exercisable as at December 31, 2003.

Holders of such warrants and options are likely to exercise them when,
in all likelihood, we could obtain additional capital on terms more favorable
than those provided by the options and warrants. Further, while our warrants and
options are outstanding, our ability to obtain additional financing on favorable
terms may be adversely affected.

**We
have not declared dividends and may never declare dividends, which may affect
the value of your shares**

We have never declared or paid any dividends on our common stock and do
not expect to pay any dividends in the near future.

ITEM 2. PROPERTIES.

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 $2,900
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.

Other than described below, the Company is not currently a party to any
legal proceeding, and was not a party to any other legal proceeding during the
fiscal year ended December 31, 2003. Management of the Company is currently not
aware of any other legal proceedings proposed to be initiated against the
Company. However, from time to time, the Company may become subject to claims
and litigation generally associated with any business venture.

On July 6, 2001, Roger W. Ach, II, filed a complaint in the Court of
Common Pleas, Hamilton County, Ohio against us in connection with a promissory
note issued by us.  Mr. Ach alleges
that on or about March 16, 2001, the Company borrowed the sum of $45,000 and
executed and delivered to him a promissory note and that the Company owes him
the amount of the Note together with interest from March 16, 2001, at the rate
of prime plus 1%.  Mr. Ach demands
judgment against the Company in the sum of $45,000, plus interest and costs.

17



On October 5, 2001, the Company filed an Answer, Counterclaim and third
party complaint in defense of the proceedings commenced, among other things,
denying the allegation that any moneys are due to Mr. Ach and counterclaiming
against him and bringing a third party complaint against the Lottery Channel,
Inc. for payment of outstanding invoices of $39,168 plus interest, costs and
attorney fees.

On October 17, 2003, we settled with Mr. Ach and the Lottery Channel,
Inc., on the following terms:

(a)
  The Company agreed to pay Mr. Ach
the sum of $49,435.58. The amount will be repaid at a rate of $5,000 per month
commencing on the earlier of:

i)            
Thirty days after the date when the first United States state authorizes
the sale of lottery tickets over the internet through the Lottery
Channel, Inc.; or

ii)            January 1, 2004.

A
final payment will be due in the amount of $4,435.58.

(b) 
Games, Inc., a company affiliated to the Lottery Channel, Inc. will
provide Bingo.com, Inc. with one free emailing per month to the then current
email list of Games, Inc. and Games, Inc. affiliated companies and subsidiaries
to promote the Bingo.com, Inc. corporate business. This email list should
contain no fewer than one million email addresses obtained within six months
prior to the respective emailing.

(c) 
Within 30 days of the Effective date of the agreement Bingo.com, Inc. and
Games, Inc. will provide the other with 468 by 60 pixels banner space for the
advertising of www.lottery.com and www.bingo.com.

(d) 
Within 30 days after the first United States state authorizes the sale of
lottery tickets over the internet through The Lottery Channel, Inc. or its
affiliate company, Games, Inc., the Company shall provide to Games, Inc., or to
a Games, Inc. designated affiliate or subsidiary, banners of 468 by 60 pixels
and/or buttons of 250 by 250 pixels space on www.bingo.com, enabling Games, Inc.
or its designated affiliate or subsidiary to promote Games, Inc. and/or The
Lottery Channel Inc.'s online sale of lottery tickets. 
The total impression of the banners and buttons provided hereunder shall
not exceed five percent (5%) of the total impressions available on the
Company's website. This will be in effect for a period of 5 years from the
Effective date of the agreement, unless otherwise agreed in writing by the
parties hereto.

(e)  The Company will grant Games, Inc. an exclusive license to develop
a
charitable pay Bingo game to be accessed through the Company's website www.bingo.com.
This charitable pay Bingo game must be conducted by a charitable organization
that is officially registered and recognized as a charity in the United States
and licensed by said state to provide and operate an
online charity bingo game for North American players. In addition all
operations and servers of the charitable organization,
and/or all operations and servers of any agent of the charitable organization
which has been properly and lawfully authorized by the charitable organization
to conduct the charitable pay bingo game, must be located in the United States. This
exclusive license to develop a charitable pay Bingo game will be for 3 years
from the Effective date of the agreement or for longer period as agreed to by
both parties in writing. Failure to develop and operate a charitable
pay bingo game or a government pay bingo lottery game, within 3 years, all
rights, obligations and responsibilities of this exclusive license shall be void
and all parties shall be released from further obligations from this license.

If
Games, Inc. successfully develops a charitable pay bingo game then Games, Inc.
will have exclusive right to maintain access to that
charitable pay bingo game through the www.bingo.com web-site for a period of ten
years from the date Games, Inc. first develops the charitable pay bingo game. In
exchange the Company will receive 10% of the gross revenues, as reported in
Games, Inc. quarterly reports, from the charitable bingo gaming and government
pay bingo

18



lottery gaming for the preceding quarter, with a minimum payment of
$15,000 per quarter after the first 12 months of operating period.

At
the end of the ten year period, Games, Inc. will have the option three times to
extend the period for 5 years per extension, in exchange for the commission
increasing to 15% and a minimum payment of $22,500 per quarter. Failure
to make the commission payments by Games, Inc. then Bingo.com, Inc. will be
released from all obligations of the exclusive license agreement.

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

We held our Annual Meeting of Stockholders on October 15, 2003 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 2003 fiscal year, to
ratify and approve the amendment to the Convertible Debenture "A" agreement
to reduce the valuation price from $0.25 per share to $0.20 per share for an
extension to the payment of the interest on the Convertible Debenture "A"
currently due on the 16th of April 2004, and to ratify the actions of the
Company's Officers and Directors for the last year and for the period from the
2002 fiscal year end through to the date of the shareholder meeting. The
Company issued a schedule 14A proxy statement to the shareholders on or about
September 10, 2003.

All
nominees for directors were elected, the appointment of auditors was ratified,
the proposal to amend the Convertible Debenture "A" agreement to reduce the
valuation price from $0.25 per share to $0.20 per share for an extension to the
payment of the interest on the Convertible Debenture "A" currently due to
the 16th of April 2004, was ratified, and the actions of the Company's Officers
and Directors for the last year and for the period from the 2002 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             
8,220,484         
75,625                
33,500

P.
A. Crossgrove          8,217,609         
78,490                
33,500

Proposal
to ratify the appointment of Dohan and Company, CPA's, P.A., as our
independent auditors for the 2003 fiscal year.

**For
                         Against
                       
Abstain**

8,233,204                   
   
60,695                        
  
35,710

Proposal
to amend the Convertible Debenture "A" agreement to reduce the valuation
price from $0.25 per share to $0.20 per share for an extension to the payment of
the interest on the Convertible Debenture "A" currently due to the 16th of
April 2004,.

**ForAgainstAbstain**

3,885,634               
      
175,291
                    
    
20,260

Proposal to ratify the actions of the
Company's Officers and Directors for the last year and for the period from the
2002 Fiscal year end through to the date of the shareholder meeting (October 15,
2003).

**ForAgainstAbstain**

8,162,534                   
  
122,376
                       
 
44,699

19



PART
II

## ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND
  RELATED STOCKHOLDER 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, 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 
|December
      31, 2002  | $0.05 | $0.025
|September
      30, 2002 | $0.08 | $0.04 
|June
      30, 2002      | $0.13 | $0.04 
|March
      31, 2002     | $0.15 | $0.07 



On
March 26, 2004, the last reported sale price of our common stock, as reported by
the OTCBB, was $0.08
per share.

As
of March 25, 2004, the
Company believes there are approximately 3,852 shareholders (including nominees and brokers
holding street accounts) of the Company's shares of common stock.

Other
than described above, the Company's 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,
2003.

20



Securities
authorized for issuance under equity compensation plans.

The
Company has reserved a total of 1,895,000 common shares for issuance under its
1999 stock option plan.  The Company
has granted a total of 1,800,000 (2002 - 1,800,000) stock purchase options under
this plan, 600,000 (2001 - 1,700,000) of which remain outstanding at December
31, 2003.

The
Company has reserved a total of 2,000,000 common shares for issuance pursuant to
grants under the 2001 stock option plan.  The
Company has granted a total of 1,825,000 (2002 - 1,400,000) stock options
under the 2001 plan, 1,400,000 (2001 - 1,000,000) of which remain outstanding
as at December 31, 2003.  850,000 of
the stock options outstanding at December 31, 2003, 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.

Both
plans were approved in 2001 by the Company's 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     | 2,000,000                                                                                               | $0.47                                                                             | 1,895,000                                                   
|Equity
      compensation plans not approved by security holders | 0                                                                                                       | 0                                                                                 | 0                                                           
|Total                                                            | 2,000,000                                                                                               | $0.47                                                                             | 1,895,000                                                   

ITEM
6. SELECTED FINANCIAL DATA

The following selected consolidated financial data should be read in
conjunction with the audited consolidated financial statements and notes thereto
included in Item 8, with "Item 7.  Management's
Discussion and Analysis of Financial Condition and Results of Operations"
and with other financial data included elsewhere in this Form 10-K. The
consolidated statement of operations data for the years ended December 31, 2003
and 2002, and the consolidated balance sheet data as of December 31, 2003 and
2002, are derived from our audited consolidated financial statements included in
Item 8 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 year ended December 31, 2001, and the consolidated balance sheet data as of
December 31, 2001, are derived from our audited consolidated financial statements
included in Item 8 of this report, which have been audited by Davidson and
Company, independent auditors.

The independent auditors' reports appearing elsewhere in this document
contain explanatory paragraphs that state that the Company's losses and
negative cash flows from operations raise substantial doubt about our ability to
continue as a going concern. The consolidated financial

21



statements and the
selected financial data do not include any adjustments that might result from
the outcome of that uncertainty.

The consolidated statement of operations data for the years ended
December 31, 1999 and December 31, 2000, and the consolidated balance sheet data
as of December 31, 2001, 2000 and 1999, 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

|                                                 |   |            |   | Year
      Ended December 31, |   |             |   |            
|------------------------------------------------ | - | ---------- | - | ----------------------------- | - | ----------- | - | -----------
|                                                 |   | 2003       |   | 2002                          |   | 2001        |   | 2000       
|Consolidated
      Statement of Operations Data: |   |            |   |                               |  
|Revenue                                          | $ | 888,888    | $ | 717,192                       | $ | 1,734,322   | $ | 1,119,864  
|Cost
      of revenue                            |   | 211,253    |   | 351,207                       |   | 1,093,963   |   | 861,200    
|Gross
      profit                               |   | 677,635    |   | 365,985                       |   | 640,360     |   | 258,664    
|Operating
      expenses including interest      |   | 974,887    |   | 1,334,728                     |   | 2,597,380   |   | 3,584,536  
|Interest
      and other income                  |   | 61,761     |   | 35                            |   | 1,821       |   | 36,880     
|Loss
      from continuing operations            |   | (235,491)  |   | (968,708)                     |   | (1,955,200) |   | (3,288,992)
|Loss
      from discontinued operations          |   | --         |   | --                            |   | --          |   | (45,899)   
|Net
      loss                                   | $ | (235,491)  | $ | (968,708)                     | $ | (1,955,200) | $ | (3,334,891)
|                                                 |   |            |   |                               |   |             |   |            
|Basic
      and diluted net loss per share       | $ | (0.02)     | $ | (0.09)                        | $ | (0.19)      | $ | (0.33)     
|Weighted
      average common shares Outstanding |   | 11,104,608 |   | 10,953,238                    |   | 10,447,200  |   | 10,065,054 



|                                           |   |             |   | Year
      Ended December 31, |   |             |   |          
|------------------------------------------ | - | ----------- | - | ----------------------------- | - | ----------- | - | ---------
|                                           |   | 2003        |   | 2002                          |   | 2001        |   | 2000     
|Consolidated Balance Sheet Data:           |   |             |   |                               |   |             |   |          
|Cash                                       | $ | 34,046      | $ | 14,682                        | $ | 14,028      | $ | 174,463  
|Working
      capital (deficit)            |   | (1,368,002) |   | (1,299,148)                   |   | (1,054,578) |   | (428,256)
|Total
      assets                         |   | 1,477,173   |   | 1,469,185                     |   | 2,136,890   |   | 2,715,258
|Total
      liabilities                    |   | 2,619,691   |   | 2,376,212                     |   | 2,092,415   |   | 1,331,237
|Long
      term obligations                |   | 1,395,000   |   | 1,395,000                     |   | 1,125,974   |   | 377,136  
|Total stockholders' equity
      (deficit) |   | (1,142,518) |   | (907,027)                     |   | 44,475      |   | 1,384,021

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

The information contained in this Management's Discussion and Analysis
of Financial Condition and Results of Operation contains "forward looking
statements." Actual results may materially differ from those projected in
the forward looking statements as a result of certain risks and uncertainties
set forth in this report. Although management believes that the assumptions made
and expectations reflected in the forward looking statements are reasonable,
there is no assurance that the underlying assumptions will, in fact, prove to be
correct or that actual future results will not be 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 8, with "Item 6. 
Selected Financial Data," with the Risk Factors section of Item 1, and
with the Special Note regarding forward-looking statements included elsewhere in
this report.

22



OVERVIEW

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

The
majority of the Company's revenue in 2003 was derived from the sale of
Internet advertising. The Company expects that such sales will continue to
contribute a significant portion of the revenue for the foreseeable future. 
The Company intends to continue to diversify its revenue sources so that
it is less dependent on a single revenue stream. 
However, until other sources of reliable revenue can be achieved, the
Company continues to be subject to the Internet advertising market. Sales of
advertising remain the dominant source of revenue for the Company. There can be
no assurances that the Company will be successful in diversifying its revenue
base.

The Company has incurred significant losses since inception, and as of
December 31, 2003, had an accumulated deficit of $9,409,734. The Company will
continue to incur losses until revenue grows sufficiently to cover ongoing
operating costs, including the costs of sales and marketing efforts. There can
be no assurances that this will occur. The Company has made a significant
investment in the development of the Company's website, purchase of domain
name, branding, marketing, and maintaining operations. The Company expects to
continue to incur costs in order to build the business. There can be no
assurances that the costs invested in building the business will result in
profitable operations.

Moving
forward, the Company will continue to control operating costs and look for ways
to operate efficiently. The Company is working to settle old, outstanding
accounts payable, so that it can move forward with a more stable financial
footing.

As of the date of this report, the Company has utilized substantially
all of its available funding. The Company's continuation as a going concern
will depend on its ability to generate sufficient cash flow from operations to
cover operating costs, or to raise additional capital. No assurance can be given
that the Company will be able to generate adequate cash flow to fund ongoing
operating costs or to raise additional funds. In the absence of sufficient cash
flow, the Company may be required to limit operations.

### 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 2003 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, the Company
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. The Company bases its 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.

23



#### 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 the Company, 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

The Company generates the majority of its revenue from the sale of
advertising on its website. We recognize as revenues the amount paid to us upon
the delivery and fulfilment 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.

NEW
ACCOUNTING PRONOUNCEMENTS

In
January 2003, the FASB issued FASB Interpretation Number 46, "Consolidation
of Variable Interest Entities" ("FIN 46") an interpretation of
Accounting Research Bulletin No. 51, "Consolidated Financial
Statements,". This interpretation addresses consolidation by the primary
beneficiary of the entity of certain variable interest entities. Under current
practice, two enterprises generally have been included in consolidated financial
statements because one enterprise controls the other through voting interests.
FIN 46 defines the concept of "variable interests" and requires
existing unconsolidated variable interest entities to be consolidated by their
primary beneficiaries if the equity investors in the entity do not have the
characteristics of a controlling financial interest or do not have sufficient
equity at risk for the entity to finance its activities without additional
subordinated financial support from other parties. FIN 46 was effective
immediately for all new variable interest entities created or acquired after
January 31, 2003. For variable interest entities created or acquired prior to
February 1, 2003, the provisions of FIN 46 must be applied to the first interim
or annual period beginning after December 15, 2003.

The
adoption of this Interpretation will not have a material impact on the results
of the Company's operations, financial position or cash flows.

In
April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities. ("SFAS 149") " SFAS 149
amends and clarifies financial accounting and reporting for derivative
instruments, including certain derivative instruments embedded in other
contracts (collectively referred to as derivatives) and for hedging activities
under Statement No. 133, "Accounting for Derivative Instruments and Hedging
Activities." SFAS 149 is effective for contracts entered into or modified
after September 30, 2003, and for hedging relationships designated after
September 30, 2003.

The
adoption of SFAS 149 will not have a material impact on the Company's results
of operations, financial position or cash flows.

In
May 2003, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 150 ("SFAS 150"), "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity."
SFAS 150 establishes standards for how an issuer classifies and measures in its
statement of financial position certain financial instruments with
characteristics of both liabilities and equity. It requires that an issuer
classify a financial instrument that is within its scope as a liability (or an
asset in some circumstances) because that financial instrument embodies an
obligation of the issuer. SFAS 150 is effective for financial instruments
entered into or modified after May 31, 2003, and otherwise is effective at the
beginning of the first interim period beginning after

24



June 15, 2003. The
adoption of SFAS 150 will not have a material impact on the Company's financial
position or results of operations.

##### RESULTS OF OPERATIONS

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

Revenue

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.
The company has increased its 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

The Company recorded cost of revenue of $211,253 during the year ended
December 31, 2003, a decrease of $139,954 or 40% compared to costs of $351,207
for the same period in the prior year. The gross margin improved to 76% in 2003
from 51% in 2002.

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 decrease in cost of revenue in 2003 is due to the fact the
Company in May 2002, cancelled the outside parties sales contracts and took over
the advertising, Website hosting and ad serving itself. 
This resulted in fewer people focused on selling advertising therefore
less commissions and fewer barter transactions than in the prior year. In
addition in the first and second quarter of 2002 the Company incurred license
and service fees in connection with the licensing of the CrediPlay software that
was used to operate the Company's Skill-Bingo Website. These fees ceased with
the termination of the license on May 21, 2002. 
However the Company did incur greater Web hosting expenses and domain
name purchase payments in 2003 compared to the prior year. The increase in
domain name purchase payments is due to the increase in revenue in 2003.

Sales and marketing expenses

Sales and marketing expenses dropped to $30,941 for the year ended
December 31, 2003, a 62% decrease of $50,379 over 2002 expenses of $81,320.
Sales and marketing expenses include principally costs for marketing, co-brand
advertising and keyword buys for our game site. The balance of marketing and
advertising expenses consists of payroll, consultant, and travel costs. 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,
the Company has 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 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.

25



General and administrative
expenses

General and administrative expenses consist primarily of payroll costs
for the Company's operational staff, premises costs for the Company's office,
legal and professional fees, insurance and other general corporate and office
expenses. General and administrative expenses decreased to $509,272 for the year
ended December 31, 2003, a reduction of 9% over costs of $561,715 for the
previous year. General and administrative expenses declined from the prior year
as a result of Company management making great efforts to control operating
costs in order to reduce administrative and other expenses. General and
administrative expenses have 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 the Company incurring large
write-offs of amounts due to the Company during the second quarter of 2002 in
the cancellation of outside parties sales contracts.

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

Depreciation
and amortization

Depreciation and amortization includes depreciation of the Company's
equipment, as well as amortization of the bingo.com domain name. The Company
capitalized the cost of the purchase of the domain name 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 in accordance with SFAS
No. 142 "Accounting for Goodwill and Other Intangible Assets", where
companies are no longer permitted to amortize indefinite life assets. Equipment
is depreciated over the useful lives of the assets, ranging from three
to five years. Depreciation decreased to $32,612 during the year ended December
31, 2003, a reduction over costs of 82% over costs of $177,006 during the prior
year. This decrease is due to the disposal of capital assets during 2002.

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 $285,087 for 2003, a decrease of $7,062 (2%) over
the prior year's expense of $292,149. The decrease is attributable to the
reduction in interest on capital leases due to outstanding debt on the capital
leases reaching maturity.  There was
an increase in interest on debentures due to issuance of Debenture "B" in
the third quarter of 2002. During the year ended December 31, 2003, the company
made gains of $61,468 (2002 - $45,000) from the settlement of debts with
creditors. During the year the year ended December 31, 2003, the Company
incurred foreign exchange losses of $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 2003 or in 2002, 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, 2003 or at
2002. All losses incurred can be carried forward for seven years for Canadian
income tax purposes and twenty years for United States income tax purposes.

26



Loss per share and net loss

The Company ended the year with a net loss of $235,491, a loss per share
of $0.02, which is a 76% improvement over the prior year's net loss and loss
per share of $968,708 and $0.09, respectively. This decrease in losses is due to
the Company's management continued efforts to control operating costs and to
increase revenue streams.

**Years Ended December 31, 2002 and 2001**

Total assets decreased to $1,469,185 as of December 31, 2002, compared to
$2,136,890 at in 2001. The reason for this decrease was due to large write off
of accounts receivable balances due to the cancellation of outside parties sales
contracts and to the disposal of capital
assets during 2002. No funds were raised through the issuance of common stock in
2002. However the Company did receive a Debenture "B" for $145,000. Our cash
position increased slightly to $14,682 and our working capital position
decreased to a deficit of $1,299,148 from working capital deficit of $1,054,578.

Of the $828,957 of total operating expenses for the year ended December
31, 2002, $561,715 was for general and administrative expenses associated with
the operations of the Company. General and administrative expenses consist
primarily of payroll and consultant costs for the Company's executive staff,
accounting and administrative personnel, premises costs, legal and professional
fees for preparation and review of our registration statement, insurance and
other general corporate and office expenses. These general and administrative
expenses reduced by 64% over costs of $1,556,693 for the year ended December 31,
2001. General and administrative expenses declined from the prior year as a
result of Company management making great efforts to control operating costs in
order to reduce administrative and other expenses.

Sales and marketing expenses were $81,320 for the year ended December
31, 2002, and were $200,607 for the year ended December 31, 2001. Sales and
marketing expenses decreased significantly in 2002 as a result of changes to the
business, particularly as a result of fewer employees being focused on selling.
Subsequent to May 2002, the Company has taken over the advertising, website
hosting and ad serving itself.

We had a net loss of $968,708 or $0.09 per share for the year ended
December 31, 2002, compared to $1,955,200 or $0.19 per share for the year ended
December 31, 2001. We expect to continue to incur losses as we continue to build
our operations.

**LIQUIDITY AND CAPITAL RESOURCES**

The Company does not yet have an adequate source of reliable, long-term
revenue to fund operations.  As a
result, the Company is reliant on outside sources of capital funding. There can
be no assurances that the Company will, in the future, achieve a consistent and
reliable revenue stream adequate to support continued operations. In addition,
there are no assurances that the Company will be able to secure adequate sources
of new capital funding, whether it is in the form of share capital, debt, or
other financing sources.

The Company had cash of $34,046 and a working capital deficiency of
$1,368,002 at December 31, 2003. This compares to cash of $14,682 and working
capital deficiency of $1,299,148 at December 31, 2002.

During the year ended December 31, 2003, the Company generated cash of
$58,749 in operating activities compared to using cash of $95,275 in the prior
year. The significant improvement in cash flow from operating activities in 2003
demonstrates the effectiveness of the Company's efforts to implement
efficiencies in operations and reduce overall operating costs in 2003 and in
2002.

27



Net cash used by financing activities was $32,247 in 2003, which
compares to cash provided of $373,091 in 2002. This increase in cash used is due
to the issue of $150,000 of Debenture "A" and $145,000 of Debenture "B"
in 2002. In addition, in 2002, our President and CEO, T.M. Williams and a
company owned by him lent $151,750 to the Company. The cash used in 2003 relates
to the repayment of the capital leases.

The Company used cash of $7,138 in investing
activities in 2003, compared to using cash of $271,449 in the prior year. In the
year ending December 31, 2003, cash of $7,138 (2002 - $84,263) was invested in
the capital assets and of $nil (2002 - $184,772) was
invested in the minimum guaranteed domain name purchase payments of the domain
name rights in accordance with the agreement. (see Item 1 for details of
agreement). The Company during the year ended December 31, 2002, acquired
Bingo.com (UK) plc. for $61,440. The Company deemed it in the best interest of
the Company to acquire a subsidiary registered in the United Kingdom for the
purpose of establishing a company in the United Kingdom for future expansion.

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 2004.
Although our cash flow is improving, we may need to obtain additional financing
to grow our operations for the duration of 2004.

AUDIT COMMITTEE

The
Company's audit committee is the Board of Directors. The audit committee met
with the independent auditors on March 25, 2004, and approved the financials
statements for the year ended December 31, 2003.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
  ABOUT MARKET RISK

As
of December 31, 2003, the Company had not entered into or acquired financial
instruments that have material market risk. The Company has no financial
instruments for trading purposes, or derivative or other financial instruments
with off balance sheet risk. All financial liabilities are due within the next
twelve months and are classified as current liabilities
in the consolidated balance sheet included in this report, except for the
Debenture "B" which are due July 2006. It has been agreed with the holders
of Debenture "A" that on April 16, 2004, the holdings of Debenture "A"
will exercise their right to convert all the outstanding principal of Debenture
"A" into common shares of the Company. The fair value of all financial
instruments at December 31, 2003, is not materially different from their
carrying value.

28



ITEM 8. FINANCIAL STATEMENTS AND
  SUPPLEMENTARY DATA.

SUPPLEMENTARY FINANCIAL INFORMATION

#### Quarterly Results of Operations

The
  following tables present the Company's 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, 2003,
  included in Item 8 of this report.

|                                                         |   |                               |   | 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                   |  



|                                                         |   |                               |   | Three
        Months Ended   |  
|-------------------------------------------------------- | - | ----------------------------- | - | ---------------------------- | -
|                                                         |   | March
        31
        2002 |   | June
        30
        2002 |  
|Revenue                                                  | $ | 236,955                       | $ | 179,449                      | $
|Cost of revenue                                          |   | 157,027                       |   | 100,107                      |  
|Gross profit                                             |   | 79,928                        |   | 79,342                       |  
|Operating
        expenses and other (income) / expenses |   | 278,405                       |   | 483,876                      |  
|Net (loss) from continuing
        operations            | $ | (198,477)                     | $ | (404,534)                    | $
|Basic
        and diluted net loss per share             | $ | (0.02)                        | $ | (0.04)                       | $
|Weighted
        average common shares                   |   | 10,854,608                    |   | 10,854,608                   |  

The financial statements of the Company and related schedules described
  under "Item 15. Financial Statements and Financial Statement Schedules,"
  are included following this page.

29



BINGO.COM, INC.

Consolidated
  Financial Statements

Years
  ended December 31, 2003, 2002 and 2001



Independent
  Auditors' Reports                                                                                                                  
  31

Consolidated
  Financial Statements

Balance
  Sheets                                                                                                                                      
  33

Statements
  of Operations                                                                                                                  
       34

Statements
  of Stockholders' Equity (Deficit)                                                                                           
  35

Statements
  of Cash Flows                                                                                                                
       36

Notes
  to Consolidated financial statements                                                                                             
  37



30



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



INDEPENDENT AUDITORS' REPORT



The
Board of Directors and Stockholders

Bingo.com,
Inc.



We
have audited the accompanying consolidated balance sheet of Bingo.com, Inc. and
Subsidiaries as of December 31, 2003 and 2002, and the related consolidated
statements of operations, stockholders equity (deficit) and cash flows for
the year 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 audit. The consolidated financial statements
of Bingo.com, Inc. and Subsidiaries as of December 31, 2001, were audited by
other auditors whose report dated March 15, 2002, except for Note 3, as to which
the date is April 10, 2003, expressed an unqualified opinion on those
statements.

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

In
our opinion, the 2003 and 2002 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, 2003 and 2002, and the
results of their operations and their cash flows for the years then ended in
conformity with accounting principles generally accepted in the United States of
America.

The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 1, the Company has
continued to incur operating losses, has used, rather than provided, cash from
operations and has an accumulated deficit of $9,409,734. These factors, and
others, raise substantial doubt about the Company's ability to continue as a
going concern. The ability of the Company to continue operations is subject to
its ability to secure additional capital to meet its obligations and to fund
operations. Management's plans in regard to these matters are also described in
Note 1. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.



/s/Dohan
and Company, CPA's

Miami,
Florida

February
27, 2004

31



Davidson
& Company          
Chartered Accountants             
A Partnership of Incorporated Professionals

INDEPENDENT AUDITORS' REPORT

The
Board of Directors and Stockholders

Bingo.com,
Inc.

We
have audited the accompanying restated consolidated statements of operations,
stockholders equity (deficit) and cash flows of Bingo.com, Inc. and Subsidiaries
for the year ended December 31, 2001. 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 audit.

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

In
our opinion, the restated consolidated financial statements referred to above
present fairly, in all material respects, the results of operations and cash
flows of Bingo.com, Inc. and Subsidiaries for the year ended December 31, 2001
in conformity with accounting principles generally accepted in the United States
of America.

As
discussed in Note 3 to the financial statements, certain errors resulting in an
overstatement of the debenture payable in the amount of $462,673, understatement
of additional paid-in-capital in the amount of $539,036, and understatement of
net loss by $76,363 as of December 31, 2001, were discovered by management of
the Company subsequent to the issuance of our report on those financial
statements dated March 15, 2002. 
Accordingly, the accompanying 2001 financial statements have been
restated to correct the errors.



/s/ 
Davidson
& Company

Chartered
Accountants



Vancouver,
Canada

March
15, 2002, except for Note 3,

as to which the date is April 10, 2003





A
Member of SCINTERNATIONAL

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

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

32



BINGO.COM, INC.

Consolidated
  Balance Sheets



December 31, 2003 and 2002



|                                                                                                                               |  |   | 2003        |  |   | 2002        | 
|------------------------------------------------------------------------------------------------------------------------------ |  | - | ----------- |  | - | ----------- | 
|Assets                                                                                                                         |  |   |             |  |   |             | 
|Current
        assets:                                                                                                        |  |   |             |  |   |             | 
|Cash                                                                                                                           |  | $ | 34,046      |  | $ | 14,682      | 
|Accounts receivable                                                                                                            |  |   | 67,574      |  |   | 23,394      | 
|Inventory                                                                                                                      |  |   | 663         |  |   | 2,631       | 
|Prepaid expenses                                                                                                               |  |   | 14,229      |  |   | 14,093      | 
|Total
        Current Assets                                                                                                   |  |   | 116,512     |  |   | 54,800      | 
|                                                                                                                               |  |   |             |  |   |             | 
|Equipment,
        net (Note 4)                                                                                                |  |   | 45,247      |  |   | 127,469     | 
|                                                                                                                               |  |   |             |  |   |             | 
|Other
        assets                                                                                                           |  |   | 10,797      |  |   | 29,675      | 
|                                                                                                                               |  |   |             |  |   |             | 
|Domain
        name rights and intangible assets (Note 5)                                                                      |  |   | 1,304,617   |  |   | 1,257,241   | 
|                                                                                                                               |  |   |             |  |   |             | 
|Deferred
        tax asset, less valuation allowance of $2,905,525 (2002 - $2,792,701)
        (Note 10)                       |  |   | -           |  |   | -           | 
|                                                                                                                               |  |   |             |  |   |             | 
|Total
        Assets                                                                                                           |  | $ | 1,477,173   |  | $ | 1,469,185   | 
|                                                                                                                               |  |   |             |  |   |            
|Liabilities
        and Stockholders' Deficit                                                                                  |  |   |             | 
|Current
        liabilities:                                                                                                   |  |   |             |  |   |             | 
|Accounts payable                                                                                                               |  | $ | 617,903     |  | $ | 597,531     | 
|Accounts payable - related party (Note 11)                                                                                     |  |   | 192,068     |  |   | 151,075     | 
|Accrued liabilities                                                                                                            |  |   | 93,472      |  |   | 52,370      | 
|Accrued liabilities - related party (Note 11)                                                                                  |  |   | 365,702     |  |   | 209,702     | 
|Unearned revenue                                                                                                               |  |   | 24,511      |  |   | 30,600      | 
|Loan payable - related party (Note 11)                                                                                         |  |   | 190,858     |  |   | 197,134     | 
|Current portion of capital leases (Note 6)                                                                                     |  |   | -           |  |   | 115,536     | 
|Total
        Current Liabilities                                                                                              |  |   | 1,484,514   |  |   | 1,353,948   | 
|                                                                                                                               |  |   |             |  |   |             | 
|Debenture
        payable (Note 7)                                                                                             |  |   | 1,395,000   |  |   | 1,395,000   | 
|Less
        warrants - debenture discount                                                                                     |  |   | (259,823)   |  |   | (372,736)   | 
|Net
        debenture payable                                                                                                  |  |   | 1,135,177   |  |   | 1,022,264   | 
|                                                                                                                               |  |   |             |  |   |             | 
|Total
        Liabilities                                                                                                      |  |   | 2,619,691   |  |   | 2,376,212   | 
|                                                                                                                               |  |   |             |  |   |             | 
|Commitments and contingencies (Note
        9)                                                                                 |  |   |             |  |   |             | 
|                                                                                                                               |  |   |             |  |   |             | 
|Stockholders'
        deficit (Note 8):                                                                                        |  |   |             |  |   |             | 
|Common stock, $0.001 par value, authorized
        50,000,000
        shares; issued and outstanding
        11,104,608 shares |  |   | 11,105      |  |   | 11,105      | 
|Additional paid-in capital                                                                                                     |  |   | 8,231,531   |  |   | 8,231,531   | 
|Accumulated deficit                                                                                                            |  |   | (9,409,734) |  |   | (9,174,243) | 
|Accumulated other comprehensive loss:
        Foreign currency translation adjustment                                          |  |   | 24,580      |  |   | 24,580      | 
|Total
        Stockholders' Deficit                                                                                            |  |   | (1,142,518) |  |   | (907,027)   | 
|                                                                                                                               |  |   |             |  |   |             | 
|Total
        Liabilities and Stockholders Deficit                                                                             |  | $ | 1,477,173   |  | $ | 1,469,185   | 

See accompanying notes to consolidated
  financial statements.

33



BINGO.COM, INC.

Consolidated Statements of Operations



Years ended December 31, 2003, 2002 and
  2001 (Restated)



|                                                                               |   | 2003       |  |   | 2002       |  |   | RESTATED
        2001
|------------------------------------------------------------------------------ | - | ---------- |  | - | ---------- |  | - | ---------------------
|                                                                               |   |            |  |   |            |  |   |                      
|Revenue                                                                        | $ | 888,888    |  | $ | 713,192    |  | $ | 1,362,756            
|Barter
        revenue (Note 2)                                                |   | -          |  |   | 4,000      |  |   | 371,566              
|Total Revenue                                                                  |   | 888,888    |  |   | 717,192    |  |   | 1,734,322            
|                                                                               |   |            |  |   |            |  |   |                      
|Cost
        of revenue                                                        |   | 211,253    |  |   | 351,207    |  |   | 1,093,963            
|                                                                               |   |            |  |   |            |  |   |                      
|Gross
        profit                                                           |   | 677,635    |  |   | 365,985    |  |   | 640,359              
|                                                                               |   |            |  |   |            |  |   |                      
|Operating
        expenses:                                                    |   |            |  |   |            |  |   |                      
|Depreciation and amortization                                                  |   | 32,612     |  |   | 177,006    |  |   | 611,147              
|General and administrative                                                     |   | 509,272    |  |   | 561,715    |  |   | 1,556,693            
|Selling and marketing                                                          |   | 30,941     |  |   | 81,320     |  |   | 200,607              
|Software and website development                                               |   | -          |  |   | 8,916      |  |   | -                    
|Total
        operating expenses                                               |   | 572,825    |  |   | 828,957    |  |   | 2,368,447            
|                                                                               |   |            |  |   |            |  |   |                      
|Income
        (loss) before other income (expense)                            |   | 104,810    |  |   | (462,972)  |  |   | (1,728,088)          
|                                                                               |   |            |  |   |            |  |   |                      
|Other
        income (expense):                                                |   |            |  |   |            |  |   |                      
|Foreign exchange gains/ (losses)                                               |   | (58,167)   |  |   | 1,909      |  |   | (1,984)              
|Gain on settlement of debt                                                     |   | 61,468     |  |   | 45,000     |  |   | -                    
|Loss on disposal of equipment                                                  |   | (58,808)   |  |   | (260,531)  |  |   | (16,716)             
|Interest expense                                                               |   | (285,087)  |  |   | (292,149)  |  |   | (210,233)            
|Interest income                                                                |   | 293        |  |   | 35         |  |   | 1,821                
|                                                                               |   |            |  |   |            |  |   |                      
|Loss
        before income taxes                                               |   | (235,491)  |  |   | (968,708)  |  |   | (1,
        955,200) 
|                                                                               |   |            |  |   |            |  |   |                      
|Income
        tax expense                                                     |   | -          |  |   | -          |  |   | -                    
|                                                                               |   |            |  |   |            |  |   |                      
|Net
        loss                                                               | $ | (235,491)  |  | $ | (968,708)  |  | $ | (1,
        955,200) 
|                                                                               |   |            |  |   |            |  |   |                      
|Cumulative
        translation adjustment, net of income taxes                 |   | -          |  |   | (5,713)    |  |   | 35,942               
|                                                                               |   |            |  |   |            |  |   |                      
|Comprehensive
        loss                                                     | $ | (235,491)  |  | $ | (974,421)  |  | $ | (1,919,258)          
|                                                                               |   |            |  |   |            |  |   |                      
|Net
        loss per common share,
        basic
        and diluted (Note 2)  | $ | (0.02)     |  | $ | (0.09)     |  | $ | (0.19)               
|                                                                               |   |            |  |   |            |  |   |                      
|Weighted
        average common shares outstanding, basic and diluted (Note 2) |   | 11,104,608 |  |   | 10,953,238 |  |   | 10,447,200           



See
  accompanying notes to consolidated financial statements.

34



BINGO.COM,
  INC.

Consolidated
  Statements of Stockholders' Equity (Deficit)



Years ended December 31, 2003, 2002 and
  2001 (Restated)



|                                                                       | Common stock |                  |                            | Accumulated Other Comprehensive loss |                                                
|---------------------------------------------------------------------- | ------------ | ---------------- | -------------------------- | ------------------------------------ | -----------------------------------------------
|                                                                       | Shares       | Amount           | Additional paid-in capital | Accumulated  (Deficit)               | Foreign currency translation
        adjustment
|Balance,
        December 31, 2000                                     | 10,104,608   | $
        10,105 | $
        7,629,900        | $
        (6,250,335)                | $
        (5,649)                              
|                                                                       |              |                  |                            |                                      |                                                
|Stock
        based compensation                                       | 750,000      | 750              | 39,926                     | -                                    | -                                              
|                                                                       |              |                  |                            |                                      |                                                
|Issuance
        of Warrant "A"                                        | -            | -                | 539,036                    | -                                    | -                                              
|                                                                       |              |                  |                            |                                      |                                                
|Comprehensive
        loss:                                            |              |                  |                            |                                      |                                                
|Net loss  (Restated,
        Note 3)                                   | -            | -                | -                          | (1,955,200)                          | -                                              
|Cumulative translation
        adjustment, net of income
        taxes | -            | -                | -                          | -                                    | 35,942                                         
|Balance,
        December 31, 2001 (Restated)                          | 10,854,608   | 10,855           | 8,208,862                  | (8,205,535)                          | 30,293                                         
|                                                                       |              |                  |                            |                                      |                                                
|Stock
        based compensation                                       | 250,000      | 250              | 10,000                     | -                                    | -                                              
|                                                                       |              |                  |                            |                                      |                                                
|Mark-to-market of variable stock options                               | -            | -                | (21,000)                   | -                                    | -                                              
|                                                                       |              |                  |                            |                                      |                                                
|Issuance
        of Warrants "B"                                       | -            | -                | 20,423                     | -                                    | -                                              
|                                                                       |              |                  |                            |                                      |                                                
|Issuance
        of officer stock options                              | -            | -                | 13,246                     | -                                    | -                                              
|                                                                       |              |                  |                            |                                      |                                                
|Comprehensive
        loss:                                            |              |                  |                            |                                      |                                                
|Net loss                                                               | -            | -                | -                          | (968,708)                            | -                                              
|Cumulative translation
        adjustment, net of income
        taxes | -            | -                | -                          | -                                    | (5,713)                                        
|Balance,
        December 31, 2002                                     | 11,104,608   | 11,105           | 8,231,531                  | (9,174,243)                          | 24,580                                         
|                                                                       |              |                  |                            |                                      |                                                
|Comprehensive
        loss:                                            |              |                  |                            |                                      |                                                
|Net loss                                                               | -            | -                | -                          | (235,491)                            | -                                              
|Balance,
        December 31, 2003                                     | 11,104,608   | $
        11,105 | $ 8,231,531                | $ (9,409,734)                        | $ 24,580                                       



See
  accompanying notes to consolidated financial statements.

35



BINGO.COM, INC.

Consolidated
  Statements of Cash Flows



Years ended December 31, 2003, 2002 and
  2001 (Restated)



|                                                                                                 |   | 2003      |   | 2002      |   | RESTATED
        2001
|------------------------------------------------------------------------------------------------ | - | --------- | - | --------- | - | ---------------------
|Cash
        flows from operating activities:                                                    |   |           |   |           |   |                      
|Net loss                                                                                         | $ | (235,491) | $ | (968,708) | $ | (1,955,200)          
|Adjustments to reconcile net loss to net cash
        provided / (used) by operating activities: |   |           |   |           |   |                      
|Stock based compensation costs                                                                   |   | -         |   | 2,496     |   | 85,000               
|Depreciation and amortization                                                                    |   | 32,612    |   | 177,006   |   | 611,147              
|Gain on settlement of debt                                                                       |   | (61,468)  |   | (45,000)  |   | -                    
|Amortization of warrants - debenture discount                                                    |   | 112,913   |   | 110,360   |   | 76,363               
|Loss on disposal of equipment                                                                    |   | 58,808    |   | 260,531   |   | 16,716               
|Changes in operating assets and liabilities:                                                     |   |           |   |           |   |                      
|Accounts receivable                                                                              |   | (44,180)  |   | 327,937   |   | (82,481)             
|Prepaid expenses                                                                                 |   | (136)     |   | (4,915)   |   | 41,950               
|Note receivable                                                                                  |   | -         |   | -         |   | 31,405               
|Inventory                                                                                        |   | 1,968     |   | (2,631)   |   | -                    
|Other assets                                                                                     |   | 18,878    |   | (2,116)   |   | 9,727                
|Accounts payable and accrued liabilities                                                         |   | 180,934   |   | 19,165    |   | 518,656              
|Unearned revenue                                                                                 |   | (6,089)   |   | 30,600    |   | -                    
|Net cash provided / (used) by operating activities                                               |   | 58,749    |   | (95,275)  |   | (646,717)            
|                                                                                                 |   |           |   |           |   |                      
|Cash
        flows from investing activities:                                                    |   |           |   |           |   |                      
|Acquisition of equipment                                                                         |   | (7,138)   |   | (84,263)  |   | (23,088)             
|Acquisition of Skill- Bingo game                                                                 |   | -         |   | -         |   | (188,348)            
|Acquisition of Bingo.com (UK) plc. (Note 13)                                                     |   | -         |   | (61,440)  |   | -                    
|Cash acquired on purchase of subsidiary                                                          |   | -         |   | 59,026    |   | -                    
|Payments on domain name contract payable                                                         |   | -         |   | (184,772) |   | (361,869)            
|Net cash used in investing activities                                                            |   | (7,138)   |   | (271,449) |   | (573,305)            
|                                                                                                 |   |           |   |           |   |                      
|Cash
        flows from financing activities:                                                    |   |           |   |           |   |                      
|Issue of debenture payable                                                                       |   | -         |   | 295,000   |   | 1,100,000            
|Capital lease repayments                                                                         |   | (25,971)  |   | (73,659)  |   | (78,320)             
|Proceeds from loans and notes payable                                                            |   | (6,276)   |   | 151,750   |   | 168,385              
|Repayment of loans and notes payable                                                             |   | -         |   | -         |   | (123,000)            
|Net cash (used in) / provided by financing activities                                            |   | (32,247)  |   | 373,091   |   | 1,067,065            
|                                                                                                 |   |           |   |           |   |                      
|Effect
        of exchange rate changes on
        cash                                          |   | -         |   | (5,713)   |   | (7,478)              
|Net
        increase (decrease) in cash                                                          |   | 19,364    |   | 654       |   | (160,435)            
|                                                                                                 |   |           |   |           |   |                      
|Cash,
        beginning of year                                                                  |   | 14,682    |   | 14,028    |   | 174,463              
|Cash,
        end of year                                                                        | $ | 34,046    | $ | 14,682    | $ | 14,028               
|                                                                                                 |   |           |   |           |   |                      
|Supplementary information:                                                                       |   |           |   |           |   |                      
|Interest paid                                                                                    | $ | 4,774     | $ | 28,916    | $ | 71,291               
|Income taxes paid                                                                                | $ | -         | $ | -         | $ | -                    
|                                                                                                 |   |           |   |           |   |                      
|Non-cash
        transactions:                                                                   |   |           |   |           |   |                      
|Acquisition of intangible asset - to be paid in 2004                                             | $ | (49,436)  | $ | -         | $ | -                    
|Barter transactions                                                                              | $ | -         | $ | 4,000     | $ | 371,566              
|                                                                                                 |   |           |   |           |   |                      
|Non-cash
        financing activities:                                                           |   |           |   |           |   |                      
|Value assigned on issuance of stock options                                                      | $ | -         | $ | (2,000)   | $ | (40,000)             
|Issuance of common stock for services                                                            | $ | -         | $ | 10,250    | $ | 125,000              



See accompanying notes to consolidated
  financial statements.

36



BINGO.COM,
  INC.

Notes to Consolidated Financial
  Statements



Years ended December 31, 2003, 2002 and
  2001 (Restated)






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.

Continuing
  operations

These consolidated financial statements have been
  prepared on the going concern basis, which presumes the realization of assets
  and the settlement of liabilities in the normal course of operations. 
  The application of the going concern basis is dependent upon the
  Company achieving profitable operations to generate sufficient cash flows to
  fund continued operations, or, in the absence of adequate cash flows from
  operations, obtaining additional financing. 
  The Company has reported losses from operations for the last four years,
  and has an accumulated deficit of  $9,409,734 at December 31, 2003. 
  As of the date of these financial
  statements, the Company has utilized substantially all of its available
  funding.

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

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

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 (Antigua) Inc., Bingo.com (Wyoming) Inc., Bingo Acquisition
  Corp and the 99% owned

37



BINGO.COM,
  INC.

Notes to Consolidated Financial
  Statements



Years ended December 31, 2003, 2002 and
  2001 (Restated)






2.
       Summary of significant
  accounting policies (Continued):

(a)   
  Basis of presentation: (Continued)

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 future
  deferred tax assets.  Actual
  results may differ significantly from these estimates.

(c)
     Revenue recognition:

(i) 
  Advertising revenue:

Effective
  September 1, 2001, the Company contracted with an internet marketing company
  to sell advertising on its website directly to corporate customers or through
  advertising agencies.  The Company
  received a minimum monthly fee of $112,000 in connection with this contract
  and the minimum fee was recognized as revenue on a monthly basis.

This agreement was cancelled
  effective January 31, 2002.  Between
  the end of January 2002 and May 21, 2002, the Company and the internet
  marketing company operated under the terms of a verbal arrangement. This
  verbal arrangement was terminated effective May 21, 2002. Under the terms of
  the verbal arrangement, the internet marketing company provided website
  management, marketing and internet advertising services for the Company in
  exchange for a commission. 
  Advertising revenues have been
  recognized as the advertising campaign or impressions and clicks that were made on the website.

Since May 21, 2002, the Company
  has managed its own sales of advertising, website hosting and ad serving. 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.

(ii)
     Barter revenue:

In 2000, the Company adopted
  Emerging Issues Task Force No. 99-17 "Accounting for Advertising Barter
  Transactions".  ("EITF
  99-17") EITF 99-17 provides that the Company recognize revenue and
  advertising expenses from barter transactions at

38



BINGO.COM,
  INC.

Notes to Consolidated Financial
  Statements



Years ended December 31, 2003, 2002 and
  2001 (Restated)






2.     
  Summary of significant accounting policies (Continued):

(c)     
  Revenue recognition: (Continued)

the fair value only when it has
  a historical practice of receiving or paying cash for similar transactions. The
  Company bartered portions of the unsold advertising impressions generated by
  its website for advertising in media properties owned by third parties. The
  Company recorded revenues and costs
  for such barter transactions, with no net income or loss recognized. There was
  no barter
  revenue for the year ended December 31, 2003 (2002 - $4,000 2001 -
  $371,566).

(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.
  Nonmonetary 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-to-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, 2003, was $693 (2002
  - $49,063; 2001 - $128,213).

(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

39



BINGO.COM,
  INC.

Notes to Consolidated Financial
  Statements



Years ended December 31, 2003, 2002 and
  2001 (Restated)






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 2003 totaled $nil (2002 - $2,000, 2001 -
  $6,258).

(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.

40



BINGO.COM,
  INC.

Notes to Consolidated Financial
  Statements



Years ended December 31, 2003, 2002 and
  2001 (Restated)






2.  
  Summary of significant accounting policies (Continued):

(i)     
  Stock-based
  compensation: (Continued)

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

|                                                                                                                                                     |   | 2003      |   | 2002      |   | RESTATED
        2001
|---------------------------------------------------------------------------------------------------------------------------------------------------- | - | --------- | - | --------- | - | ---------------------
|Net
        loss
        for the period - as reported                                                                                                | $ | (235,491) | $ | (968,708) | $ | (1,955,200)          
|Add:  
        Total stock-based compensation expense included in net loss, as
        reported determined under APB 25, net of related tax effects  |   | -         | $ | 13,245    | $ | -                    
|Deduct:  
        Total stock-based compensation expense determined under fair
        value based method for all awards, net of related tax effects |   | (5,771)   | $ | (29,651)  | $ | (159,873)            
|Net
        loss
        for the period - pro forma                                                                                                  | $ | (241,262) | $ | (985,114) | $ | (2,115,073)          
|Basic
        net loss per share - as reported                                                                                                       | $ | (0.02)    | $ | (0.09)    | $ | (0.19)               
|Basic
        net loss per share - pro forma                                                                                                         | $ | (0.02)    | $ | (0.09)    | $ | (0.20)               
|Weighted
        average fair value of
        options granted during the year                                                                       | $ | 0.01      | $ | 0.03      | $ | 0.18                 
|                                                                                                                                                     |   |           |   |           |   |                      



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:

|                                        |  | 2003                 |  | 2002               |  | 2001              
|--------------------------------------- |  | -------------------- |  | ------------------ |  | ------------------
|Expected
        dividend yield         |  | -                    |  | -                  |  | -                 
|Expected
        stock price volatility |  | 158
        - 174%   |  | 163
        - 188% |  | 184
        - 188%
|Risk-free
        interest rate         |  | 1.21
        - 1.28% |  | 1.7
        - 1.8% |  | 2.5
        - 3.7%
|Expected
        life of options        |  | 5
        years      |  | 5
        years    |  | 5
        years   
|Block
        discount applied          |  | 40%                  |  | 40%                |  | -                 

(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

41



BINGO.COM,
  INC.

Notes to Consolidated Financial
  Statements



Years ended December 31, 2003, 2002 and
  2001 (Restated)






2.  
  Summary of significant accounting policies (Continued):

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

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

(k)   
  Comprehensive
  income:

Comprehensive income consists of
  net loss and foreign currency translation adjustments that are separately
  presented in the consolidated statements of stockholders' equity (deficit).

(l)     
  Income
  taxes:

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

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

(m)    
  Net loss per share:

Basic net loss per share is computed
  using the weighted average number of common shares outstanding during the
  periods.  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 period. As the Company has a net loss
  in each of the periods presented, basic and diluted net loss per share is the
  same, as any exercise of the share purchase options or conversion of the
  convertible debenture outstanding would be anti-dilutive. At December 31, 2003,
  a total of 20,130,138 (2002 - 19,046,667 & 2001 - 24,440,000)
  potentially dilutive instruments were excluded from the determination of
  dilutive loss per share.

42



BINGO.COM,
  INC.

Notes to Consolidated Financial
  Statements



Years ended December 31, 2003, 2002 and
  2001 (Restated)






2.  
  Summary of significant accounting policies (Continued):

(n)   
  Domain
  name and intangible assets:

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

(o)   
  Business
  combinations:

In June, 2001, the Financial
  Accounting Standards Board approved the issuance of SFAS No. 141,
  "Business Combinations" ("SFAS 141") and SFAS 142. 
  SFAS  141 states that all
  business combinations should be accounted for using the purchase method of
  accounting.

(p)   
  New
  accounting pronouncements

In
  January 2003, the FASB issued FASB Interpretation Number 46,
  "Consolidation of Variable Interest Entities" ("FIN 46")
  an interpretation of Accounting Research Bulletin No. 51, "Consolidated
  Financial Statements,". This interpretation addresses consolidation by
  the primary beneficiary of the entity of certain variable interest entities.
  Under current practice, two enterprises generally have been included in
  consolidated financial statements because one enterprise controls the other
  through voting interests. FIN 46 defines the concept of "variable
  interests" and requires existing unconsolidated variable interest
  entities to be consolidated by their primary beneficiaries if the equity
  investors in the entity do not have the characteristics of a controlling
  financial interest or do not have sufficient equity at risk for the entity to
  finance its activities without additional subordinated financial support from
  other parties. FIN 46 was effective immediately for all new variable interest
  entities created or acquired after January 31, 2003. For variable interest
  entities created or acquired prior to February 1, 2003, the provisions of FIN
  46 must be applied to the first interim or annual period beginning after
  December 15, 2003. The
adoption of this interpretation will not have a material impact on the
Company's results of operations, financial position or cash flows.

43



BINGO.COM,
  INC.

Notes to Consolidated Financial
  Statements



Years ended December 31, 2003, 2002 and
  2001 (Restated)






2.  
  Summary of significant accounting policies (Continued):

(p) 
  New Accounting Pronouncements (Continued)

In
  April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
  Derivative Instruments and Hedging Activities." ("SFAS 149") SFAS 149
  amends and clarifies financial accounting and reporting for derivative
  instruments, including certain derivative instruments embedded in other
  contracts (collectively referred to as derivatives) and for hedging activities
  under Statement No. 133, "Accounting for Derivative Instruments and
  Hedging Activities." SFAS 149 is effective for contracts entered into or
  modified after September 30, 2003, and for hedging relationships designated
  after September 30, 2003. The
  adoption of SFAS 149 will not have a material impact on the Company's
  results of operations, financial position or cash flows.

In May 2003, the Financial
  Accounting Standards Board issued Statement of Financial Accounting Standards
  No. 150, "Accounting for Certain Financial Instruments with
  Characteristics of both Liabilities and Equity." ("SFAS 150") SFAS
  150 establishes standards for how an issuer classifies and measures in its
  statement of financial position certain financial instruments with
  characteristics of both liabilities and equity. It requires that an issuer
  classify a financial instrument that is within its scope as a liability (or an
  asset in some circumstances) because that financial instrument embodies an
  obligation of the issuer. SFAS 150 is effective for financial instruments
  entered into or modified after May 31, 2003, and otherwise is effective at the
  beginning of the first interim period beginning after June 15, 2003. The
  adoption of SFAS 150 will not have a material impact on the Company's
  financial position or results of operations.

(q)
  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.

44



BINGO.COM,
  INC.

Notes to Consolidated Financial
  Statements



Years ended December 31, 2003, 2002 and
  2001 (Restated)






2.  
  Summary of significant accounting policies (Continued):

(r)    
  Reclassification

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

3.
    Prior period adjustment for 2001

Debenture "A"

On April 16, 2001, the Company
  received a loan from, and issued a secured convertible Debenture "A" to,
  Redruth Ventures Inc., a British Virgin Islands corporation, for $750,000, and
  to Bingo, Inc., an Anguilla corporation, for $500,000 (collectively, "the
  Lenders").

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.

The Lenders 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 common stock
  purchase warrants issued in connection with the Debenture "A" are
  exercisable for a period of three years from the date of the Debenture "A"
  and therefore expire April 16, 2004.  As
  of the date of this report, 4,800,000 warrants remain outstanding under this
  Debenture "A".

The Company did not account 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 will be 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 $107,807 for the year
  ended December 31, 2003. (2002 - $107,807, 2001 - $76,363).

The Company has restated the
  year ended December 31, 2001, presented in the December 31, 2003, consolidated
  statements of operations to reflect additional interest expense for the full
  discounted value of the warrants in the amount of $539,036.

The
  total effect of the restatement was to increase interest expense by $76,363,
  increase debenture discount by $462,673 and additional paid-in capital by
  $539,036 for the year ended December 31, 2001, increasing the net loss for the
  year from $1,878,837 to $1,955,200 and accumulated net deficit from $8,129,172
  to $8,205,535.

45



BINGO.COM,
  INC.

Notes to Consolidated Financial
  Statements



Years ended December 31, 2003, 2002 and
  2001 (Restated)






3.
    Prior period adjustment for 2001: (Continued)

The
  interest expense and additional paid-in capital accounts for year ended
  December 31, 2001, statement of operations, statement of changes in
  stockholders' equity (Deficit) and statement of cash flows have been restated
  for the effects of the adjustments.

The
  effects on the statement of operations for the year ending December 31, 2001, were as
  follows:

|                                                             |   | As
        Reported |   | Adjustment |   | As
        Restated
|------------------------------------------------------------ | - | ------------------- | - | ---------- | - | -------------------
|Revenue                                                      | $ | 1,362,756           | $ | -          | $ | 1,362,756          
|Barter
        revenue                                       |   | 371,566             |   | -          |   | 371,566            
|Cost
        of revenue                                      |   | 1,093,963           |   | -          |   | 1,093,963          
|Gross
        profit                                         |   | 640,359             |   | -          |   | 640,359            
|Operating
        expenses:                                  |   |                     |   |            |   |                    
|Depreciation and amortization                                |   | 611,147             |   | -          |   | 611,147            
|General and administrative                                   |   | 1,556,693           |   | -          |   | 1,556,693          
|Selling and marketing                                        |   | 200,607             |   | -          |   | 200,607            
|Total
        operating expenses                             |   | 2,368,447           |   | -          |   | 2,368,447          
|Loss
        before interest and Income taxes                |   | (1,728,088)         |   | -          |   | (1,728,088)        
|Other
        income (expense):                              |   |                     |   |            |   |                    
|Foreign exchange losses                                      |   | (1,984)             |   | -          |   | (1,984)            
|Loss on disposal of equipment                                |   | (16,716)            |   | -          |   | (16,716)           
|Interest expense                                             |   | (133,870)           |   | (76,363)   |   | (210,233)          
|Interest income                                              |   | 1,821               |   | -          |   | 1,821              
|Loss
        before income taxes                             |   | (1,878,837)         |   | (76,363)   |   | (1,955,200)        
|Income
        tax expense                                   |   | -                   |   | -          |   | -                  
|Loss
        for the year                                    | $ | (1,878,837)         | $ | (76,363)   | $ | (1,955,200)        
|Net
        loss per common share,
        Basic and diluted | $ | (0.18)              | $ | (0.01)     | $ | (0.19)             

4. 
  Equipment:

|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                        
|                                |   |         |   |                                  |   |                               
|2002                            |   | Cost    |   | Accumulated
        depreciation |   | Net
        book
        Value
|                                |   |         |   |                                  |   |                               
|Equipment
        and computers | $ | 601,233 | $ | 479,562                          | $ | 121,671                       
|Furniture
        and fixtures  |   | 6,103   |   | 305                              |   | 5,798                         
|                                | $ | 607,336 | $ | 479,867                          | $ | 127,469                       
|                                |   |         |   |                                  |   |                               

46



BINGO.COM,
  INC.

Notes to Consolidated Financial
  Statements



Years ended December 31, 2003, 2002 and
  2001 (Restated)






5. 
  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, 2003, expense
  payments of $35,556 (2002 - $12,023) was paid in accordance with the amended
  agreement.  During the year ended
  December 31, 2002, $184,772 related to the final payment for the minimum
  guaranteed domain name purchase payment was paid.

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.

|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                     
|                                       |   |           |   |                                  |   |                               
|2002                                   |   | Cost      |   | Accumulated
        amortization |   | Net
        book
        Value
|                                       |   |           |   |                                  |   |                               
|Domain
        name rights             | $ | 1,934,500 | $ | 677,259                          | $ | 1,257,241                     



47



BINGO.COM,
  INC.

Notes to Consolidated Financial
  Statements



Years ended December 31, 2003, 2002 and
  2001 (Restated)






6.  
  Capital lease obligations:

Future minimum
  lease payments under capital leases for software and website equipment are as
  follows:

|                                                  |   | 2003 |   | 2002     
|------------------------------------------------- | - | ---- | - | ---------
|Year
        ending December 31,                  |   |      |   |          
|2003                                              | $ | -    | $ | 117,042  
|2004                                              |   | -    |   | -        
|Future
        minimum lease payments             |   | -    |   | 117,042  
|Less:
        amount representing interest        |   | -    |   | (1,506)  
|Balance
        of obligation                     |   | -    |   | 115,536  
|Less:
        due within one year                 |   | -    |   | (115,536)
|Long-term
        obligation under capital leases | $ | -    | $ | -        

7.  
  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. 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 July 23, 2003, the Company
  and the holders of Debenture "A", Bingo, Inc., agreed to defer the
  interest due and subsequent interest due until April 16, 2004, when the
  accrued interest will be paid in common stock of the Company at an agreed
  conversion price of $0.20 per share (previously $0.25 per share). The accrued
  interest on Debenture "A" as at December 31, 2003, is
  $356,694
  (December 31, 2002 - $206,694). This is included under "Accrued liabilities
  - related party".

Bingo, Inc. has the right, but
  not the obligation, to elect to convert any or all of the outstanding
  principal amount of the Debenture "A" into shares of the Company's
  common stock at a conversion price of $0.125 per share until the third
  anniversary date of the Debenture "A". It has been agreed between Bingo,
  Inc. and the Company that on April 16, 2004, Bingo, Inc. will exercise their
  right to convert all the outstanding principal of Debenture "A" into
  shares of the Company. The common stock that would be issued upon conversion
  of the Debenture "A" will be subject to certain resale restrictions, as
  defined in Rule 144 of the Securities and Exchange Act of 1933 (the
  "Exchange Act").  The
  Debenture "A" is secured by all assets of the Company.

48



BINGO.COM,
  INC.

Notes to Consolidated Financial
  Statements



Years ended December 31, 2003, 2002 and
  2001 (Restated)






7.   Debenture payable: (Continued)

Debenture
  "B"

On July 2, 2002, the Company
  issued a convertible debenture for $145,000 of which $50,000 was received from
  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 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.
  The accrued interest on Debenture "B" as of December 31, 2003, is $26,124
  (December 31, 2002 - $8,724) of which, $9,008 (2002- $3,008) is recorded in
  accrued liabilities - related party and the remainder $17,116 (2002 - $5,716)
  under accrued liabilities.

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. Any amounts remaining unpaid on the
  Debenture "B" at the maturity date, whether principal, interest or other
  amounts due, shall be paid in full in cash on such date. Any common stock of
  the Company delivered to the holders of Debenture "B" in payment of
  Debenture "B" will be valued at $0.25 per share.

The holders of the Debenture
  "B" have the right, but not the obligation, to elect to convert all, or
  part, of the outstanding principal amount of Debenture "B" into shares of
  the Company's common stock at a conversion price of $0.15 per share until
  the third anniversary date of the Debenture "B". The common stock that
  would be issued upon conversion of Debenture "B" will be 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.

Bingo, Inc. has the potential to
  become the largest single shareholder and a majority shareholder in the
  Company should Bingo, Inc. elect to convert any or all of the principal amount
  of Debenture "A" and its share of Debenture "B" into shares of the
  Company's common stock, or if the Company elects to repay the principal
  amount outstanding, and any accrued interest, in shares of the Company's
  common stock pursuant to the terms of Debenture "A" and Debenture "B".

49



BINGO.COM,
  INC.

Notes to Consolidated Financial
  Statements



Years ended December 31, 2003, 2002 and
  2001 (Restated)






8.     
  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:

There
  were no Common stock issuances during the year ended December 31, 2003. The
  Company issued 250,000 shares of common stock during the year ended December
  31, 2002, and 750,000 shares of common stock during the year ended December
  31, 2001, to the former Chief Executive of the Company under the terms of a
  revised employment agreement.

(b)            
  Stock option plans:

(i) 
  1999 stock option plan:

The Company has reserved a total
  of 1,895,000 common shares for issuance under its 1999 stock option plan. 
  The plan provides for the granting of non-qualified stock options to
  directors, officers, eligible employees and contractors of the Company. The
  Board of Directors determines the terms of the options granted, including the
  number of options granted, the exercise price and their vesting schedule.

The Company has granted a total
  of 1,800,000 (2002 - 1,800,000) stock purchase options under this plan,
  600,000 (2002 - 1,700,000) of which remain outstanding at December 31, 2003.
  Subsequent to year-ended, December 31, 2003, an additional 50,000 options with
  an exercise price of $0.08 were granted to employees of the company.

(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 2,000,000 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.

The Company has granted a total
  of 1,825,000 (2002 - 1,400,000) stock purchase options under the 2001 plan,
  1,400,000 (2002 - 1,000,000) of which remain outstanding as at December 31,
  2003.  Of the options outstanding
  at December 31, 2003, a total of 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 307,100 (2002 - 108,000) of these common stock purchase options had
  vested at December 31, 2003. Subsequent to the year ended December 31, 2003,
  an additional 550,000 options were granted with an exercise price of $0.08 to
  employees of the company. These options vests 10% at the grant

50



BINGO.COM,
  INC.

Notes to Consolidated Financial
  Statements



Years ended December 31, 2003, 2002 and
  2001 (Restated)






8.     
  Stockholders' equity (deficit): (Continued)

date, 15% one
  year following the grant date and 2% per month starting 13 months after the
  grant date.

A
  summary of stock option activity for the stock option plans for the years
  ended December 31, 2003, 2002 and 2001 are as follows:

|                                               |  | Number
        of shares |   | Weighted
        average exercise price
|---------------------------------------------- |  | ------------------------ | - | ---------------------------------------
|Options
        outstanding, December 31, 2000 |  | 1,510,000                | $ | 0.95                                   
|                                               |  |                          |   |                                        
|Granted
        (including repriced options)   |  | 940,000                  |   | 0.30                                   
|Exercised                                      |  | -                        |   | -                                      
|Cancelled/forfeited
        or repriced        |  | (10,000)                 |   | 0.88                                   
|Outstanding,
        December 31, 2001         |  | 2,440,000                |   | 0.70                                   
|                                               |  |                          |   |                                        
|Granted
        (including repriced options)   |  | 735,000                  |   | 0.05                                   
|Exercised                                      |  | -                        |   | -                                      
|Cancelled/forfeited
        or repriced        |  | (475,000)                |   | 0.30                                   
|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                                   

The
  following table summarizes information concerning outstanding and exercisable
  stock options at December 31, 2003:

|Range
        of exercise prices per share | Number
        outstanding | Number
        exercisable | Expiry
        date
|------------------------------------------ | -------------------------- | -------------------------- | -------------------
|$                                          | 0.05                       | 300,000                    | 300,000            
|                                           | 0.05                       | 125,000                    | 12,500             
|                                           | 0.05                       | 570,000                    | 210,900            
|                                           | 0.15                       | 150,000                    | 150,000            
|                                           | 0.30                       | 300,000                    | 300,000            
|                                           | 0.30                       | 155,000                    | 83,700             
|                                           | 0.76
        to 3.00       | 400,000                    | 400,000            
|                                           |                            | 2,000,000                  | 1,457,100          

During the years ended December 31,
  2003, 2002 and 2001, the Company did not recorded 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. 
  During the year ended December 31, 2003, the company recorded non-cash
  compensation expense of $nil (2002 -$13,246, 2001 -$nil) relating to issuing
  stock options to a consultant of the Company.

51



BINGO.COM,
  INC.

Notes to Consolidated Financial
  Statements



Years ended December 31, 2003, 2002 and
  2001 (Restated)






8.     
  Stockholders' equity (deficit): (Continued)

During the year ended December
  31, 2003, the Company recorded a non-cash reduction of compensation expense
  totaling $nil (2002 - $21,000, 2001 - $nil) in connection with common stock
  purchase options that were repriced in 2001.

(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 7.  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 April 16, 2004. 
  Using
  the Black-Scholes option pricing model, the warrants have an estimated value
  of $539,036, 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.

As of the date of this report,
  none of the Warrants have been exercised, and with the surrender for
  cancellation of 7,200,000 warrants issued, there remains 4,800,000 Warrants
  outstanding under this debenture.

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 7.  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. 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.

9.   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:

|     |   |       
|---- | - | ------
|2004 | $ | 34,800
|2005 |   | 26,100
|     |   |       

The Company paid rent expense
  totaling $30,508 for the year ended December 31, 2003 (2002 - $22,683 
  2001 -$67,437).

52



BINGO.COM,
  INC.

Notes to Consolidated Financial
  Statements



Years ended December 31, 2003, 2002 and
  2001 (Restated)






10. Income taxes:

There was no income tax benefit attributable
  to losses from United States of America operations for the years
  ended December 31, 2003, 2002 and 2001, and differed from the amounts computed
  by applying the United States of America federal income tax rate of 34 percent
  to pretax losses from operations as a result of the following:

|                                                                                                              |   | 2003      |   | 2002      |   | RESTATED
        2001
|------------------------------------------------------------------------------------------------------------- | - | --------- | - | --------- | - | ---------------------
|Computed
        "expected" tax benefit                                                                       | $ | 80,067    | $ | 329,360   | $ | 668,162              
|Increase
        (reduction) in income taxes resulting from Income taxes in a other tax
        jurisdictions |   | 6,520     |   | 20,156    |   | 60,467               
|Other                                                                                                         |   | (49,211)  |   | 7,930     |   | (79,200)             
|Change
        in taxation rates in other tax jurisdictions                                                   |   | (84,520)  |   | (78,691)  |   | (8,972)              
|Change
        in exchange rates                                                                              |   | 159,967   |   | 9,215     |   | (31,667)             
|Change
        in valuation allowance                                                                         |   | (112,823) |   | (287,970) |   | (608,789)            
|                                                                                                              | $ | -         | $ | -         | $ | -                    



The tax effects of temporary
  differences that give rise to significant portions of the deferred tax assets
  and future tax liabilities at December 31, 2003 and 2002 are presented below:

|                                  |   | 2003        |   | 2002       
|--------------------------------- | - | ----------- | - | -----------
|Deferred
        tax assets:      |   |             |   |            
|Net operating loss carry forwards | $ | 2,905,525   | $ | 2,792,701  
|                                  |   |             |   |            
|Valuation Allowance               |   | (2,905,525) |   | (2,792,701)
|                                  | $ | -           | $ | -          



The
  valuation allowance for deferred tax assets as of December 31, 2003 and 2002,
  was $2,905,525 and $2,792,701, respectively. 
  The net change in the total valuation allowance for the years ended
  December 31, 2003 and 2002, was an increase of $112,823 and $287,970,
  respectively.  In assessing the
  realizability of deferred tax assets, management considers whether it is more
  likely than not that some portion or all of the deferred tax assets will not
  be realized. The ultimate realization of deferred tax assets is dependent upon
  the generation of future taxable income during the periods in which those
  differences become deductible.

Management considers the
  scheduled reversal of deferred tax liabilities, projected future taxable
  income, and tax planning strategies in assessing the realizability of deferred
  tax assets.  In order to fully
  realize the deferred tax asset attributable to net operating loss
  carryforwards, the Company will need to generate future taxable income of
  approximately $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 2006
  in Canada and 2019 in the United States of America.

53



BINGO.COM,
  INC.

Notes to Consolidated Financial
  Statements



Years ended December 31, 2003, 2002 and
  2001 (Restated)






11.
  Related party transactions:

The
  Company has received total loans of $147,458 (2002 - $154,626) from a current
  director and officer during the year ended December 31, 2003. This
  loan of $147,458 for the year ended December 31, 2003, (2002 - $121,931) has
  no fixed repayment terms and is non-interest bearing. For the year ending
  December 31, 2003, the loan included $nil (2002 -$32,695)
  relating to half of the purchase price for the acquisition of Bingo.com (UK)
  plc.

The
  Company received a loan for $43,400 (2002 - $42,508) from a company owned by a
  current director and officer of the Company.
  Interest accrues on the outstanding amount at the rate of 7% per annum and is
  included balance of the loan.

In
  addition the Company has a liability for $192,068 (2002 - $151,075) 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.

On April 16, 2001, the Company
  issued a $500,000 face amount of secured convertible Debenture "A" to
  Bingo Inc. (note 7), an Anguilla corporation. 
  Effective May 21, 2002, Bingo Inc. acquired $750,000 of the Debenture
  "A" from an unrelated party. On July 2, 2002, Bingo Inc. acquired a
  $50,000 convertible 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. However the director did not hold an office in the Company at the
  time Debenture "A" agreement was entered into by the Company in 2001. The
  Company has accrued interest payable to Bingo, Inc. of $356,694 (2002 -
  $206,694) on Debenture "A" and $9,008 (2002 - $3,008) on Debenture
  "B".

In addition Bingo, Inc. was
  issued a total of 4,800,000 common stock purchase warrants in connection with
  the Debenture "A" and 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 of each of the Debenture "A" and
  Debenture "B".

Payments made to Bingo, Inc. in relation to the Domain
  name purchase payment totaled $35,556 during the year ended December 31, 2003
  (2002 - $196,795).

12.     
  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 three years ended December 31, 2003, has been
  derived primarily from advertising business in the United States of America.

54



BINGO.COM,
  INC.

Notes to Consolidated Financial
  Statements



Years ended December 31, 2003, 2002 and
  2001 (Restated)






12.     
  Segmented information: (Continued)

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, 2003, the Company made sales of $115,050 and
  $254,000 to two customers, which were in excess of 10% of total sales. For the
  year ended December 31, 2002, the Company made sales of $84,000, $75,248, and
  $112,000 to three customers, which were in excess of 10% of total sales. For
  the year ended December 31, 2001, the Company made sales of $229,844 and
  $475,389 to two customers, which were in excess of 10% of total sales for
  2001. These customers to whom sales represent more than 10% of the total sales
  for the last three years represent multiple advertising customers who
  advertise on the Company's website.

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, 2003, two customers totalling $37,747, and $10,572 accounted
  for total accounts receivable greater than 10%. 
  At December 31, 2002, six customers totalling $5,991, $3,458, $3,113,
  $3,000, $2,937, and $2,662 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.

Equipment

At
  the end of fiscal 2003 and fiscal 2002, the majority of the Company's
  equipment was located in Canada.

13.
  Business acquisitions:

All business acquisitions have
  been accounted for using the purchase method. The Company's consolidated
  results of operations include the operating results of the acquired company
  (Bingo.com (UK) plc.) from its acquisition date of August 15, 2002. Acquired
  assets and liabilities were recorded at their estimated fair market value at
  the acquisition date and the aggregate purchase price plus the cost directly
  attributable to the acquisitions has been allocated to the assets and
  liability acquired.

55



BINGO.COM,
  INC.

Notes to Consolidated Financial
  Statements



Years ended December 31, 2003, 2002 and
  2001 (Restated)






13.
  Business acquisitions: (Continued)

On August 15, 2002, (note 11)
  ("the Effective Date"), the Company, in a related party transaction,
  acquired from a director and officer of the Company, 99% of the share capital
  of Bingo.com (UK) plc. for $61,440.

The
  balance sheet of Bingo.com (UK) plc. as at August 15, 2002, included the
  following amounts:

|                            |   |       
|--------------------------- | - | ------
|Current
        assets      | $ | 59,026
|Current
        liabilities |   | (777) 
|                            |   |       

56



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

On March 26, 2003, the Board of Directors of Bingo.com, Inc. (the
"Company") approved the appointment of Dohan and Company, CPA's, P.A.
("Dohan") of Miami, Florida, as our new independent auditors effective March
27, 2003, and the termination of Davidson & Company ("Davidson") as the
principal accountant engaged to audit the Company's financial statements. 
The change in the Company's certifying accountant was due to the
Company requiring a United States registered accountant is needed to audit our
financial statements.  During the
year ended December 31, 2001, and from the date of appointment of Davidson as the
Company's independent accountant on August 7, 2001, and through the date of
this report, (i) there were no "reportable events," as defined in Item
304(a)(1)(v) of Regulation S-K, and (ii) we did not, and nobody on our behalf has,
consulted Dohan regarding any of the accounting and auditing matters or events
set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.

The report of Davidson on our financial statements for the year ended
December 31, 2001, did not contain an adverse opinion or disclaimer of opinion
nor was it qualified or modified as to uncertainty, audit scope or accounting
principles, except that the report contained an explanatory paragraph regarding
our ability to continue as a going concern. The change of Davidson was effective
as of March 27, 2003, and was approved by our directors, and was not due to any
disagreement between us and Davidson.

During the year ended December 31, 2001, and from the date of
appointment of Davidson as the Company's independent accountant on August 7,
2001, and the subsequent interim periods preceding Davidson's dismissal, there
were no disagreements with Davidson on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure which
disagreements, if not resolved to the satisfaction of Davidson's, would have
caused Davidson to make reference to the subject matter of the disagreement in
connection with its report.  We have
authorized Davidson to respond fully to any subject matter with respect to our
financial statements.

We have not been advised by Davidson of any of the following:

a)        
lack of internal controls necessary for us to develop reliable financial
statements;

b)        
any information that has come to the attention of our independent
accountants that has lead them to no longer rely on management's
representations or that has made them unwilling to be associated with the
financial statements prepared by management;

c)         any need to expand
significantly the scope of their audit or information that has come to their
attention during the fiscal years prior to and preceding the change in
independent accountants that, if further investigated, would:

(i)            materially
impact the fairness or reliability of the previously issued independent
accountants' report or the financial statements issued or covering such
period; or

(ii)        cause Davidson to become
unwilling to rely on management's representations or that has made them
unwilling to be associated with our financial statements, or due to the
dismissal of Davidson or any other reason, Davidson did not so expand the scope
of the audit or conduct such further investigation; or

57



d)        
any information that has come to the attention of Davidson that has lead
them to conclude that such information materially impacts the fairness or
reliability of the audit reports or the financial statements issued covering the
two fiscal years prior to and preceding the change in the independent
accountants (including information that, unless resolved, to the satisfaction of
such independent accountant, would prevent it from rendering an unqualified
audit report on those financial statements ) and due to the dismissal of
Davidson or any other reason, any issue has not been resolved to such
independent accountants satisfaction prior to the dismissal of Davidson.

The Company provided Davidson with a copy of the letter addressed to the
Securities and Exchange Commission ("Commission"). prior to filing it
with the Commission. The Company requested that Davidson furnish the Company
with a letter to the Commission stating whether Davidson agrees with the
foregoing disclosure.

ITEM
9A.  CONTROLS AND PROCEDURES
(a)           
Management's responsibility
It
is management's responsibility for establishing and maintaining adequate
internal control over financial reporting of the Company.
(b)           
Evaluation of disclosure controls and procedures.
The
management of the Company 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 the Company 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 the
Company is accumulated and communicated to the management of the Company,
including its 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 the internal controls of the Company or other
factors that could significantly affect the Company's internal controls during
the year ended December 31, 2003, and to the date of filing this annual report.

58



PART
  III

ITEM 10. 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 | 66  | Director                                                                          
|H.
      W. Bromley    | 34  | 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) and CellStop International Limited (a security manufacturing company).

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 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 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.

59



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.

BOARD OF DIRECTORS MEETINGS

The
Company's Board of Directors met in person once during the last fiscal year on
March 24, 2003, and it regularly approves all actions required by consent
resolutions.

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 Company 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 the Company's 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 the Company with copies of all Section
16(a) forms they file.

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

ITEM 11. EXECUTIVE COMPENSATION

The following table describes the compensation the Company 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 -             | 2003 | 21,169                    | -                            | -                              
|President
      and               | 2002 | 43,531                    | -                            | -                              
|CEO (1)                           | 2001 | 80,000                    | -                            | -                              

##### 

(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.

60



OPTION GRANTS IN THE LAST FISCAL YEAR

During the fiscal year ended December 31, 2003, the Company granted to
Mr. Williams and Mr. Crossgrove stock options to purchase a total of 150,000
shares each of common stock of the Company at an exercise price of $0.05 per
share until April 25, 2008.  No
stock options were exercised by any our executive officers during the fiscal
year ended December 31, 2003.

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, 2003, options to purchase a total 600,000 shares remained outstanding at
exercise prices ranging from $0.15 to $0.75 per share. Options to purchase
1,295,000 shares remained available for future grant under the 1999 Stock Option
Plan. Subsequent to year ended December 31, 2003 an additional 50,000 options
with an exercise price of $0.08 was granted to employees of the company.

Our
2001 Stock Option Plan has a total of 2,000,000 shares of our common stock
reserved for issuance upon exercises of options under the plan. As of December
31, 2003, options to purchase a total 1,400,000 shares remained outstanding with
exercise prices ranging from $0.05 to $0.30 per share. Options to purchase
600,000 shares remained available for future grant under the 2001 Stock Option
Plan as at December 31, 2003. Subsequent to year ended December 31, 2003 an
additional 550,000 options with an exercise price of $0.08 was granted to
employees of the company.

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 the Company's 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 the Company 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

61



exercise price of non-qualified stock options shall not be less than 85% of the
fair market value of our common stock. The exercise price of options intended to
qualify as performance-based compensation for purposes of Code Section 162(m)
shall not be less than 100% of the fair market value of the stock. The aggregate
fair market value of the common stock with respect to any incentive stock
options that are exercisable for the first time by an eligible employee in any
calendar year may not exceed $100,000.

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

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

EMPLOYMENT ARRANGEMENTS

The
Company 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.

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

PRINCIPAL
STOCKHOLDERS

The
following table sets forth certain information known to us with respect to
beneficial ownership of our common stock as of March 26, 2004, 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

62



disposition
of such security. In computing the number of shares beneficially owned by a
person and the percentage ownership of that person, shares of common stock
subject to options or debentures held by that person that are currently
exercisable or convertible or exercisable or convertible within 60 days of March
26, 2004, are deemed outstanding.

Percentage
of beneficial ownership is based upon 11,104,608shares of common
stock outstanding at March 26, 2004. 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.  Except as otherwise indicated, the address of each of the
persons in this table is as follows: c/o Bingo.com, Inc., 1166 Alberni Street,
Suite 1405, Vancouver, British Columbia, V6E 3Z3.

|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 | 1,739,858                                 | (1) | 13%                   
|                                                                                                                      |                                           |     |                       
|Peter
      Crossgrove
      3769
      Escarpment Road
      Caledon,
      ON
      Canada,
      L0N 1C0           | 300,000                                   | (2) | 2%                    
|                                                                                                                      |                                           |     |                       
|All
      directors and Named Executive Officers as a group (2 persons)                                               | 2,039,858                                 |     | 15%                   
|                                                                                                                      |                                           |     |                       
|Bingo
      Inc. P.O. Box 727, Landsome Road
      The
      Valley,
      Anguilla,
      B.W.I.                     | 17,593,517                                | (3) | 56%                   



(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 and 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. 
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 Bingo Inc. 
If 80% of the shares of common stock beneficially owned by Bingo Inc. are
included here, Mr. William's beneficial ownership changes to 15,814,672
shares, representing 50% 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 and 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.

(3)    
Includes 300,000 shares held directly by Bingo, Inc. In addition total
shares beneficially owned   includes
the shares of our common stock, which could be issued upon the conversion of the
Debenture "A" (10,000,000 shares), Debenture "B" (333,333 shares) and
the accrued interest on Debenture "A" (1,960,184 shares) outstanding at
March 26, 2004.  The accrued interest on Debenture "A" will be converted
into shares at $0.20 on April 16, 2004. 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 4,800,000 shares of common stock of the
Company.





ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The
Company has received total loans of $147,458 (2002 - $154,626) from T. M.
Williams the President and Chief Executive Officer during the year ended
December 31, 2003, was used to fund working
capital requirements. This loan is non-interest bearing and has no fixed terms
of repayment.

The
Company has a loan for $43,400 (2002 - $42,508) from a company owned by T.
M. Williams, the President and Chief Executive Officer of the Company. The
loan is secured over certain assets that the funds were used to acquire.
Interest shall accrue on the outstanding amount at a fixed rate of 7% per annum.

In
addition the Company has a liability for $193,585
(2002 $151,075) to a company owned by T.
M. Williams, the President and Chief Executive Officer of the Company for
payment of services rendered and expenses incurred by T. M. Williams on behalf
of the Company.

On
April 16, 2001, the Company issued $500,000 face amount of a secured convertible
Debenture "A" to Bingo Inc., an Anguilla corporation. Effective May 21, 2002,
Bingo Inc. acquired $750,000 of the Debenture "A" from an unrelated party.
On July 2, 2002, Bingo Inc. acquired a $50,000 convertible Debenture "B". T.M.
Williams, our President and Chief Executive Officer, is the potential
beneficiary of various discretionary trusts that hold approximately 80% of the
shares of Bingo Inc. However T. M. Williams was not a director or officer of the
Company at the time the Debenture "A" was entered into by the Company in
2001. The Company has accrued interest payable to Bingo, Inc. of $356,694 (2002
- $206,694) on Debenture "A" and $9,008 (2002 - $3,008) on Debenture
"B". Effective April 16, 2004, the outstanding interest on Debenture "A"
will be converted to share capital at a conversion price of $0.20 per share.

In
addition Bingo, Inc. was issued a total of 4,800,000 common stock purchase
warrants in connection with the Debenture "A" and 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 of each of the Debenture "A" and
Debenture "B".

Payments
made to Bingo, Inc. in relation to the Domain name purchase payment totaled
$35,556 during the year ended December 31, 2003 (2002 - $196,795), related to
payments based on the continuing 4% of the proceeding months gross revenue as
defined in the amended agreement, of which $3,823 (2002 - $6,327) was due at
December 31, 2003.

ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES

During the year ended December 31, 2003 the Company
incurred audit fees of $47,762 (2002 - $22,000) from the principal accountant -
Dohan and Company, CPA's, P.A.

64



PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

The
following documents are filed as part of this Form 10-K:

(1) FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

The following audited financial statements of the
Company are included in Item 8, together with notes thereto:

Consolidated Financial Statements:

Balance Sheets

Statements of Operations

Statements of Stockholders' Equity (Deficit)

Statements of Cash Flows

All
financial statement schedules are omitted because they are not required, they
are not applicable or information appears included in the financial statements
or notes thereto.

(2) EXHIBITS

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

(3) REPORTS ON FORM 8-K

Form 8-K filed on October 16, 2003, reporting on the
events and outcome of the business conducted at the Company's Annual General
Meeting held October 15, 2003.

65



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 26, 2004

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 Company and in the
capacities and on the dates indicated:

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

By:      
/s/  T. M. Williams                         
President and Chief     
                           
March 26, 2004

T. M. Williams                              
  
Executive Officer and

Director
(Principal

Executive
Officer)

By:      
/s/  P. A. CrossgroveDirector                      
                   
            March 26, 2004

P.
A. Crossgrove



By:      
/s/  H. W. BromleyChief Financial Officer                             
March 26, 2004

H. W. Bromley                             
    (Principal Financial and

Principal
Accounting Officer)

66



EXHIBIT
31.1

CERTIFICATIONS

I,
T. M. Williams, certify that:

1.   
I have reviewed this annual report on Form 10-K 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, 2003, 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 26, 2004

T.
M. Williams, Chairman of the Board,

Chief
Executive Officer, President and Secretary

(Principal
Executive Officer)

67



EXHIBIT
31.2

CERTIFICATIONS

I,
H. W. Bromley, certify that:

1.   I have reviewed this annual report on Form 10-K 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, 2003, 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 26, 2004

H.W.
Bromley,

Chief
Financial Officer

(Principal
Accounting Officer)

68



EXHIBIT 32.1

CERTIFICATION
PURSUANT TO

18
U.S.C. Section 1350,

AS
ADOPTED PURSUANT TO

SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Bingo.com,
Inc. (the "Company") on Form 10-K for the period ended December
31, 2003, 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 26, 2004



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.

69



EXHIBIT 32.2

CERTIFICATION
PURSUANT TO

18
U.S.C. Section 1350,

AS
ADOPTED PURSUANT TO

SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Bingo.com,
Inc. (the "Company") on Form 10-K for the period ended December
31, 2003, 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 26, 2004



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.

70



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 26, 2004.
|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 26, 2004.
|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 26, 2004.  
|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 26, 2004.  



(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.

71



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.

72