ITEM 1. DESCRIPTION OF BUSINESS
INTRODUCTION 	
	Bingo.com, Ltd. (the "Company") is in the 	business of developing and operating a bingo based web portal designed to 	provide a variety of Internet based games played by individuals plus other 	forms of entertainment, including an online community, chat rooms, contests, 	sweepstakes, tournaments, and more. Using our bingo.com domain name and 	incorporating a variety of games and content to attract and retain a large 	number of subscribers, we have built one of the leading bingo-based portals 	on the Internet. Our website has attracted millions of visitors of which 	over 1,950,000 have gone through a detailed sign-up process and become 	registered users. The levels of Internet traffic have a direct impact on our 	revenues as, generally, the greater the Internet traffic, the greater the 	amount of gaming or advertising revenue received.
	We generate revenue from players depositing 	funds into their account on our website and then playing games for money. An 	additional source of revenue comes from selling advertising on our portal to 	other companies who wish to advertise their products to our user 	demographic. We obtained a gaming license and commenced gaming operations 	from Curacao, Netherlands Antilles in May 2005. Subsequent to the year ended 	December 31, 2008, the Company was granted a Letter of Intent by the 	Lotteries and Gaming Authority of Malta, and commenced operating under this 	Maltese license. This Letter of Intent enables us to advertise in the United 	Kingdom.
	Our website provides players the ability to 	purchase bingo cards online for cash, with the winner of each bingo game 	winning a percentage of the total cards purchased for that particular bingo 	game. In addition, we provide entertainment content to our players in the 	form of either free-to-play, or pay-to play multiplayer theme bingo games, 	such as Astrology Bingo, Cupid Bingo, and the like, as well as online video 	poker, sweepstakes and slot machines. We also offer our players other forms 	of entertainment such as chat rooms and member profiles.
	We intend to continue to build on the 	success of the existing business by offering a greater depth and variety of 	content that we expect will hold existing subscribers as well as attract new 	subscribers and allow us to generate more revenue.
	References in this document to "the 	Company," "we," "us," and "our" refer to Bingo.com, Ltd. and our 	subsidiaries, which are described below.
	Our executive offices are located at 	National Bank of Anguilla Corporate Building, 1St Floor, St Mary's Road, TV1 	02P, The Valley, Anguilla, B.W.I. Our telephone number is (264) 461-2646.
History and Corporate Structure
	The Company was originally incorporated in 	the State of Florida on January 12, 1987.
	Effective January 22, 1999, the Company 	acquired the use of the second level domain name bingo.com and embarked on 	our business strategy to become a leading online provider of bingo based 	games and entertainment.
	Effective Thursday, April 7, 2005, the 	shares of Bingo.com, Ltd. by way of a merger between Bingo.com, Inc. and 	Bingo.com, Ltd., began trading under the new ticker symbol "BNGOF".
	We conduct our business through the Anguilla 	incorporated entity and through our wholly-owned subsidiaries English Bay 	Office Management Limited ("English Bay"), Bingo.com (UK) plc ("Bingo UK"), 	Bingo.com Services Limited ("Bingo Services"), Bingo.com Operations Limited 	("Bingo Malta"), Coral Reef Marketing Inc. ("Coral Reef") and Bingo.com N.V.
	English Bay was incorporated under the laws 	of British Columbia, Canada, on February 10, 1998, as 559262 B.C. Ltd. and 	changed its name to Bingo.com (Canada) Enterprises Inc. on February 11, 	1999. It subsequently changed its name to English Bay Office Management 	Limited on September 8, 2003.
	Bingo.com, N.V. was incorporated under the 	laws of Curacao, Netherlands Antilles on October 29, 2004.
	On August 15, 2002, we acquired 99% of the 	share capital of Bingo.com (UK) plc. Bingo UK was incorporated under the 	laws of England and Wales on August 18, 2000, as CellStop plc. and changed 	its name to Bingo.com (UK) plc. on August 5, 2002.
	On February 5, 2007, Bingo.com Services 	Limited was incorporated under the laws of England and Wales.
	On September 25, 2007, we acquired 99% of 	the share capital of Bingo.com Operations Limited. Bingo.com Operations 	Limited was incorporated under the Laws of Malta.
	On January 15, 2008, Bingo.com (Alderney) 	Limited was incorporated under the laws of Alderney, Channel Islands.
	On January 21, 2008, Coral Reef Marketing 	Inc., was incorporated under the laws of Anguilla, British West Indies.
	We also maintain a number of inactive 	wholly-owned subsidiaries. These are :
	- Bingo.com (Antigua), Inc., ("Bingo.com 	(Antigua") incorporated as an Antigua International Business Corporation on 	April 7, 1999, as Star Communications Ltd. and changed its name to 	Bingo.com. (Antigua), Inc. on April 21, 1999;
	- Bingo.com (Wyoming), Inc., incorporated 	in the State of Wyoming on July 14, 1999;
	- Bingo.com Acquisition Corp., incorporated in the State of Delaware on 	January 9, 2001.
	All three of the inactive subsidiaries were 	incorporated to facilitate the implementation of business plans that we have 	since modified and refocused and, consequently, there is no activity in 	these entities.
	Our common shares are currently quoted on 	the National Association of Securities Dealers' Over-The-Counter Bulletin 	Board ("OTCBB") under the symbol "BNGOF". We have not been subject to any 	bankruptcy, receivership or other similar proceedings.
Development of the Business
	Our current business strategy is to manage 	and grow our business with minimal overhead, focusing on our major asset, 	the bingo.com domain name, which was acquired in 1999.
Bingo.com Domain Name
	On January 18, 1999, we purchased the 	exclusive right to use the domain name bingo.com from a then unrelated 	company, Bingo, Inc., an Anguilla corporation, for (i) a $200,000 cash 	payment, (ii) 500,000 shares of our common stock (at a value of $2.00 per 	share) and (iii) an agreement to pay, on an ongoing basis, the Domain Name 	Purchase price amounting to 4% of our annual gross revenues, with a total 	minimum guaranteed Domain Name Purchase payment of $1,100,000 in the first 	three years of the 99 year period ended December 31, 2098. During the year 	ended December 31, 2002, the agreement was amended so that the remaining 	Domain Name Purchase payments to the vendor are made monthly, based on 4% of 	the preceding month's gross revenue. The value of the bingo.com domain name 	was based on factors such as the relationship of the name to our business, 	the ability for us to create a brand for our website and portal based on the 	name, the ease of Internet browser search ability of the domain name and the 	ability of visitors to our website to remember and associate the name with 	our website and portal. We negotiated the terms of the domain name 	acquisition at arms' length, and we believe the consideration we paid for 	the domain name was reasonable.
	During the year ended December 31, 2008, we 	made payments totaling $225,977 (2007 - $94,790) based on 4% of the 	preceding month's gross revenue as defined in the amended agreement. T. M. 	Williams, the President and Chief Executive Officer of the Company is the 	potential beneficiary of several discretionary trusts that hold 	approximately 80% of the shares of Bingo, Inc.
BUSINESS OVERVIEW
	Our objective is to become the leading 	online provider of bingo based games and entertainment. We intend to 	leverage the worldwide popularity of bingo with the growth of the Internet 	to become the premier bingo portal.
	We are in the business of developing and 	operating an entertainment and service based website which provides a 	variety of games, both free and for money. We have focused our website 	around our core competency of bingo and related soft games but have also 	included other forms of entertainment which are appreciated by our 	demographic. This enhanced content currently includes chat rooms, and 	communities and will be continually developed to build customer loyalty. We 	are attempting to create a value-based website, complete with online 	services and an extensive database of registered players.
	The entertainment and other content provided 	on the bingo.com portal does not include "adult" content.
Gaming Revenue Business
	During the quarter 	ended June 30, 2005, Bingo.com, N.V., a subsidiary of Bingo.com, Ltd. 	commenced gaming for cash whereby players purchase bingo cards and wager on 	other soft games such as video poker, hi-lo, and slots with the target 	audience being the United States and the games played in US dollars. 	
	On September 30, 2006, 	the United States Senate passed the Unlawful Internet Gambling Enforcement 	Act 2006 ("UIGEA"), which was signed into law by President Bush, on October 	13, 2006. The legislation aimed to prohibit the funding of illegal online 	gambling to United States citizens and residents. Effective October 12, 	2006, in response to the UIGEA we sold our United States player database and 	related assets to an unrelated company. The asset disposition included the 	registered online gaming players, the gaming servers, and the complete 	database of real money players. The asset disposition price was $1,200,050 	payable at a variable rate over the subsequent period until fully paid. As 	at December 31, 2008, $363,000 (2007 $300,000) of the $1,200,050 had been 	paid.
	During the quarter 	ended June 30, 2007, we launched our United Kingdom focused website, with 	games targeted to the United Kingdom audience and the games played in 	British pounds sterling. Gaming revenue from the Bingo.com website accounted 	for approximately 95% of our revenue for the year ended December 31, 2008. 	Moving forward we will focus our marketing on attracting additional players 	from jurisdictions such as the United Kingdom where Internet gambling is 	regulated and considered legal.
Advertising Revenue Business
	Our entertainment portal includes a variety 	of free bingo and other soft games, provided to registered players over the 	Internet who compete against other players for the chance to win points. 	These points can be used to enter draws for prizes. Our primary objective is 	to provide these players a variety of bingo based games and entertainment as 	well as online video poker and slot machines. We intend to continue to 	provide points-based, play-for-free games emphasizing entertainment. 	
	We have in the past used the appeal of the 	bingo.com domain name to sell advertising on the free section of the 	website, which was our primary revenue source. During the quarter ended June 	30, 2005, we commenced offering traditional bingo and other pay-for-play 	games to our players, which replaced advertising as our main source of 	revenue. Advertising revenue from the bingo.com website accounted for 	approximately 5% of our revenue for the year ended December 31, 2008. 	Although many of our games are free to play, players are required to 	register to receive points and to win prizes and to access certain features 	on the site. All registration information is stored in online databases. We 	intend to continue to build awareness of, and drive traffic to, bingo.com 	through a marketing program consisting of various elements such as strategic 	alliances and online and off-line advertising, in order to strengthen our 	search engine rankings and rebuild our advertising revenue stream. 	
The Niche
	We continue to work towards positioning 	ourselves as the leading bingo focused entertainment portal on the 	Internet. We believe the size of the worldwide bingo community, the domain 	name bingo.com, and the attractive nature of our product offering provides 	us an opportunity to build a large loyal base of daily visitors from around 	the world.
	We believe our website, http://www.bingo.com 	has broad appeal in the Internet marketplace. We also believe that bingo is 	well suited for online entertainment content, and that online games are a 	compelling entertainment medium for a mass user audience. We believe that 	players will value an opportunity to win prizes and cash while being allowed 	to access bingo focused content according to their own schedule, their own 	currency and from their own location.
	We believe that our future success will be 	dependent on a number of factors. These include focusing on providing 	premium online bingo games and bingo related entertainment. We also believe 	that the continued development of a personalized community atmosphere on the 	website will encourage lengthy site visits by users. We believe the nature 	of our website content and our player base will allow us to establish a 	large detailed database of registered players, which is a critical factor in 	attracting online players and advertisers.
BUSINESS STRATEGY
	Our objective is to become the premier 	online destination for web-based bingo entertainment and a leading 	entertainment destination on the Internet. We are pursuing this objective 	through the following strategies:
Revenue streams
	In 2008, we generated 95% of our revenue 	from gaming revenue and 5% of our revenue from advertising revenue. We 	earned these revenues from our portal through a variety of ways, such as the 	following:
	- Offering bingo and other similar 	games, such as slots, for money to our players.
	- Banner and button advertisements on 	our website;
	- Sponsorships of email newsletters or 	parts of our site;
	- Exchanging links with other websites.
	Throughout 2008 we were focused primarily on 	increasing our gaming revenue at the expense of our advertising revenue. 	During the year ended December 31, 2005, we suspended the majority of the 	sale of advertising and focused entirely on the gaming revenue component of 	the business. With the passing of the United States Unlawful Internet 	Gambling Act in October of 2006, we again began to serve advertising on our 	web-site.
	Advertising revenue calculations are based 	on click-throughs, percentage of sales transactions, or other methods 	depending on the details of the agreements. The majority of the advertising 	revenue earned in 2008 was calculated on a Cost Per Acquisition ("CPA") 	basis.
Expand registered user database
	We have demonstrated the ability to attract 	and keep a large subscriber base. It is our intention to continue the growth 	of our database through strategic partnerships with affinity groups and 	penetration of traditional bingo venues by use of targeted promotions with 	suppliers of goods and services to such venues.
	Entertainment and game sites have become 	increasingly popular and are showing strong growth rates. Our website 	traffic reports indicate that between 500 and 1,000 new players a day are 	registering with http://www.bingo.com. There has been in excess of 10,000 	visitor sessions per day, with an average visitor session length of more 	than 30 minutes. It is our belief that, if current traffic rates can be 	maintained, we will continue to maintain our status as a premier, bingo 	centric, online gaming destination.
Leverage 	licensed users and alliances
	We are confident that the variety of games 	and entertainment available on our website will encourage many visitors to 	come, stay, deposit funds, play and revisit often. In the process of 	providing a one-stop entertainment arena for bingo lovers, we are creating a 	value based website which is backed by an extensive database of registered 	players and their playing preferences. We believe the value of this 	demographic data will assist us in generating revenue from our portal.
Extend and 	enhance the value of the brand name
	We believe that establishing a readily 	recognizable world-wide brand name is critical to attracting a larger player 	base and generating additional revenue. We believe that our bingo.com 	website has inherent value as a brand name and we intend to aggressively 	expand our player base by promoting that name. In targeted markets, we 	intend to pursue online and offline marketing strategies, promotional 	opportunities, and strategic alliances with arms length Affiliate websites 	to make the Bingo.com website the leading entertainment destination for 	bingo on the Internet. To date, we have entered into several Affiliate 	deals, whereby they drive traffic to our website via links from their 	websites. Also, amongst the initiatives being considered and depending upon 	whether the regulatory framework in a particular jurisdiction permits its 	residents to play bingo for money, we would like to enter into strategic 	alliances with members of the non-profit sector to drive traffic from their 	websites to our website in exchange for a share of the profits generated by 	those players.
Marketing Strategy
	Our goal is for the Bingo.com website to 	continue to be the most recognized and most visited bingo entertainment 	destination on the Internet. We intend to continue building an Internet 	community consisting of a dedicated and loyal user base that we believe will 	support our ability to generate both advertising and gaming revenues. 	
	Advertising focused on promoting the 	Bingo.com website in the United Kingdom and in targeted international 	markets through affiliate programs, strategic partnerships, co-branding and 	other promotional activities with a variety of companies is underway and we 	are working on expanding these relationships. This strategy is intended to 	further develop the growing database of registered players.
	We also use our database of registered users 	to send targeted emails and other advertisements in order to encourage our 	subscribers to play. We offer special promotions and other offerings that 	bring additional users to our site such as the use of our email list to 	promote special events.
Continue to 	enhance content
	Registered players are provided with a 	variety of free games, and other forms of entertainment such as chat, 	sweepstakes, and more. The free bingo games can be played for points, which 	are redeemable
	for prizes. We are able to create low-cost content through 	creative face-changes of the standard bingo games. These 'skins' can reflect 	themes, corporate interests or other targeted messages.
OPERATIONS
Employees
	As of December 31, 2008, we had sixteen 	full-time employees, not including temporary personnel, consultants, and 	independent contractors. We retain consultants to provide special expertise 	in developing strategy, marketing, software and technologies and outsource 	our development resources. We outsource our customer support, including 	in-game chat, email and phone support, to an established support company. 	None of our employees is represented by a labor union, and we believe that 	our relationship with our employees is good.
	We are substantially dependent upon the 	continued services and performance of T. M. Williams, our President, Chief 	Executive Officer and Chairman of our Board. The loss of the services of 	this key individual would have a material adverse effect on our business, 	financial condition and results of operations. We do not carry any key man 	life insurance on Mr. Williams.
Seasonality
	We do not believe that seasonality has an 	effect on our traffic volumes or our revenue realization.
Competition 	
	We face competition primarily from other 	large bingo focused websites, e.g. Gala Bingo, Mecca Bingo, Jackpot joy, 	Bingomania, Sun Bingo and Foxy Bingo. We will continue to compete with these 	large sites as well as many other smaller offerings, and there can be no 	assurances that we will be successful in attracting users from these sites 	or generating new users from the overall bingo community that are not yet 	focused on playing bingo online
	 Need for Government Approval of Principal Products or 	Services and Effect of Existing or Probable Governmental Regulations on our
Business
	On September 30, 2006, the United States 	Congress passed the Unlawful Internet Gambling Enforcement Act 2006 	("UIGEA"), which was signed into law by President Bush, on October 13, 2006. 	The legislation aimed to prohibit the funding of illegal online gambling to 	United States citizens and residents. This law had a major effect on our 	business and industry. Effective October 12, 2006, in response to the UIGEA, 	we sold our United States player database and related assets to an unrelated 	company.
	We are presently focused on obtaining 	players from the United Kingdom market and therefore are subject to the 	Gambling Laws of the United Kingdom. These laws include restrictions on 	marketing to UK residents. As a result, a broad spectrum of our business may 	be affected, including how and what we market and where our gaming licence 	and servers must be located. As we look to expand into other markets, it is 	likely we will be subject to further local laws and regulations which may 	require other changes to the way we operate our games and website.
	Due to the increasing popularity and use of 	the Internet, it is possible that laws and regulations may be adopted, 	covering issues such as user privacy, defamation, pricing, taxation, content 	regulation, quality of products and services, and intellectual property 	ownership and infringement. Such legislation could expose us to substantial 	liability as well as dampen the growth in use of the Internet, decrease the 	acceptance of the Internet as a communications and commercial medium, or 	require us to incur significant expenses in complying with any new 	regulations.
	The applicability to the Internet of 	existing laws governing issues such as gambling, property ownership, 	copyright, defamation, obscenity and personal privacy is uncertain. We may 	be subject to claims that our services violate such laws. New legislation 	or regulation in areas of the World where we operate or the application of 	existing laws and regulations to the Internet could damage our business. In 	addition, because legislation and other regulations relating to online games 	vary by jurisdiction, from state to state and from country to country, it is 	difficult for us to ensure that our
	players are accessing our portal from a 	jurisdiction where it is legal to play our games. We therefore, cannot 	ensure that we will not be subject to enforcement actions as a result of 	this uncertainty and difficulty in controlling access.
	In addition, our business may be indirectly 	affected by our suppliers or customers who may be subject to such 	legislation. Increased regulation of the Internet may decrease the growth 	in the use of the Internet or hamper the development of Internet commerce 	and online entertainment, which could decrease the demand for our services, 	increase our cost of doing business or otherwise have a material adverse 	effect on our business, results of operations and financial condition.
Costs and Effects of Compliance with Environmental Laws
	Our company is in the business of developing 	and operating an entertainment and service based website designed to provide 	a variety of free bingo games and other forms of entertainment focused on 	the game of bingo. To the best of our knowledge, no federal, state or local 	environmental laws are applicable to our business.
BRITISH COLUMBIA SECURITIES COMMISSION
	Effective September 15, 2008, the British 	Columbia Securities Commission ("BCSC") issued rule 51-509 Issuers Quoted in 	the U.S. Over-the-Counter Markets. Rule 51 - 509 requires all 	Over-the-Counter Companies that have connections to British Columbia (BC) to 	comply with BC securities law and certain public disclosure requirements. 	The Company is deemed to have connection to BC due to the fact that 	administration and a director are located in BC. The Company has complied 	with rule 51-509 and registered and filed the necessary documents on SEDAR. 	The Company is deemed, due to the fact that there are less than 50% of the 	Company's shareholders located in BC, to be a foreign reporting issuer in 	accordance with NI 71-102 "Continuous Disclosure and Other Exemptions 	Relating to Foreign Issuers". Therefore the Company is only required to file 	what it files with the Securities and Exchange Commission on SEDAR.
FINANCIAL INFORMATION ABOUT GEOGRAPHIC AREAS
	At the end of fiscal 2008, our equipment was 	located in Curacao, Netherlands Antilles, Malta and Canada.
AVAILABLE INFORMATION
	The Company makes available through the 	Corporate Bingo.com section of its internet website at http://www.bingo.com 	its annual report on Form 10-K, quarterly reports on Form 10-Q, current 	reports on Form 8-K, Press Releases and amendments to those reports filed or 	furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as 	reasonably practicable after electronically filing such material with the 	Securities and Exchange Commission.
	You may read and copy any reports, 	statements or other information that we file with the Securities and 	Exchange Commission at the Securities and Exchange Commission's Public 	Reference Room at 100 F Street, N.E., Washington D.C. 20549. You can request 	copies of these documents, upon payment of a duplicating fee, by writing to 	the Securities and Exchange Commission. Please call the Securities and 	Exchange Commission at 1-800-SEC-0330 for further information on the 	operation of the Public Reference Room.
	We file our 	reports with the Securities and Exchange Commission electronically through 	the Securities and Exchange Commission's Electronic Data Gathering, Analysis 	and Retrieval ("EDGAR") system. The Securities and Exchange Commission 	maintains an Internet site that contains reports, proxy and information 	statements, and other information regarding companies that file 	electronically with the Securities and Exchange Commission through EDGAR. 	The address of this Internet site is http://www.sec.gov.
	In addition, we file our reports on SEDAR, 	in accordance with rule 51-509 Issuers Quoted in the U.S. Over-the-Counter 	Markets as required by the British Columbia Securities Commission.
ITEM 2.
ITEM 2. DESCRIPTION OF PROPERTY.
	Our executive office is located in The 	Valley, Anguilla, British West Indies. We commenced the lease agreement on 	October 1, 2005, for a period of three years. The monthly rental is $250. 	
	Our primary administrative and development 	facility is located in leased space in Vancouver, British Columbia. This 	facility comprises approximately 2,480 square feet. We entered into this 	lease on September 30, 2005, for a term of sixty months and ending September 	30, 2010. The monthly rental is approximately $7,121.
	During the year ended December 31, 2007, we 	opened a sales and marketing office in London, United Kingdom, where we rent 	space on a monthly basis for 1,500 Pounds Sterling per month from a current director of the 	Company.
	We believe that these facilities will be 	adequate to meet our requirements for the near future and that suitable 	additional space will be available if needed. Other than described above, 	neither we, nor any of our subsidiaries presently own or lease any other 	property or real estate.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS.
	We are not currently a party to any legal 	proceedings and were not a party to any other legal proceeding, during the 	fiscal year ended December 31, 2008. We are currently not aware of any legal 	proceedings proposed to be initiated against us. However, from time-to-time, 	we may become subject to claims and litigation generally associated with any 	business venture.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
We held our Annual Meeting of 	Stockholders in Vancouver on June 3, 2008, all matter were unanimously 	approved. There were no submissions of matters to a vote of security holders 	during the third and fourth quarter of 2008.
	PART II
ITEM 5.
ITEM 5. 	MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND 	ISSUER PURCHASES OF EQUITY SECURITIES.
Our common 	stock is currently quoted on the National Association of Securities Dealers 	OTC Bulletin Board (the "OTCBB") under the symbol "BNGOF".
	On March 19, 1997, our common stock was 	approved for trading on the OTCBB under the symbol "PGLB". In January 1999, 	when we changed our name to Bingo.com, Inc., our OTCBB symbol was changed to 	"BIGG". On July 26, 1999, we changed our trading symbol from "BIGG" to 	"BIGR". On April 7, 2005, Bingo.com, Inc. completed a merger with its 	wholly- owned subsidiary Bingo.com, Ltd. The principal reason for Bingo.com, 	Inc.'s merger with its subsidiary Bingo.com, Ltd. was to facilitate 	Bingo.com, Inc.'s reincorporation under the International Business Companies 	Act of Anguilla, B.W.I. Effective April 7, 2005, the shares of Bingo.com, 	Ltd. began trading under the new ticker symbol "BNGOF". The bid quotations 	set forth below, reflect inter-dealer prices, without retail mark-up, 	mark-down or commission and may not reflect actual transactions.
	1. Prices as per Yahoo! TM 	Finance
	On March 31, 2009, the last reported sale price of our common stock, as 	reported by the OTCBB, was $0.09 per 	share.
	As of March 31, 2009, we believe there are approximately 2,073 shareholders 	(including nominees and brokers holding street accounts) of our shares of 	common stock.
	Other than described above, our shares of 	common stock are not and have not been listed or quoted on any other 	exchange or quotation system.
Dividend Policy
We have not 	declared or paid any cash dividends on our common stock since our inception, 	and our Board of Directors currently intends to retain all earnings for use 	in the business for the foreseeable future. Any future payment of dividends 	will depend upon our results of operations, financial condition, cash 	requirements and other factors deemed relevant by our Board of Directors.
Recent Sales of Unregistered Securities
	On May 21, 2008, we issued 2,000,000 common 	shares at $0.30 per share to four subscribers. These shares were issued 	under Regulation S. None of the subscribers who received shares under 	Regulation S are U.S. Persons as defined in Rule 902(k) of Regulation S, and 	no sales efforts were conducted in the U.S., in accordance with Rule 	903(c). The subscribers to the offering under Regulation S acknowledged 	that the securities purchased must come to rest outside the U.S., and the 	certificates will contain a legend restricting the sale of such securities 	until the Regulation S holding period is satisfied.
	Subsequent to the year ended December 31, 	2008, we issued 3,500,000 common shares at $0.15 per share to four 	subscribers. These shares were issued under Regulation S. None of the 	subscribers who received shares under Regulation S are U.S. Persons as 	defined in Rule 902(k) of Regulation S, and no sales efforts were conducted 	in the U.S., in accordance with Rule 903(c). The subscribers to the 	offering under Regulation S acknowledged that the securities purchased must 	come to rest outside the U.S., and the certificates will contain a legend 	restricting the sale of such securities until the Regulation S holding 	period is satisfied.
Securities authorized 	for issuance under equity compensation plans.
We have 	reserved a total of 1,895,000 common shares for issuance under our 1999 	stock option plan. Pursuant to this plan we have 986,500 stock purchase 	options (2007 - 986,500) outstanding at December 31, 2008. During the year 	ended December 31, 2008, there were no options exercised nor any options 	expired, issued under the 1999 plan. Subsequent to the year ended December 	31, 2008, 23,500 stock options issued under the 1999 plan, expired 	unexercised.
We have 	reserved a total of 5,424,726 common shares for issuance pursuant to grants 	under the 2001 stock option plan. Pursuant to this plan we have 2,083,500 	stock purchase options (2007 - 1,823,300) outstanding as at December 31, 	2008. 1,933,500 of the stock options outstanding at December 31, 2008, were 	granted with vesting provisions as to 10% vesting at the grant date, an 	additional 15% vesting one year following the date of grant and an 	additional 2% vesting per month thereafter. During the year ended December 	31, 2008, the holders of the stock options exercised 174,500 of their 	options at $0.05 per share, issued under the 2001 plan. During the year 	ended December 31, 2008, 175,300 options issued under the 2001 plan, expired 	unexercised. Subsequent to the year ended December 31, 2008, the holders of 	the stock options exercised 55,000 of their options at $0.10 per share, 	issued under the 2001 plan, and 234,500 stock options issued under the 2001 	plan, expired unexercised.
We have 	reserved a total of 2,000,000 common shares for issuance under our 2005 	stock option plan. Pursuant to this plan we have 1,925,942 stock purchase 	options (2007 - 1,800,942) outstanding at December 31, 2008. 1,588,750 of 	the stock options outstanding at December 31, 2008, were granted with 	vesting provisions as to 10% vesting at the grant date, an additional 15% 	vesting one year following the date of grant and an additional 2% vesting 	per month thereafter. During the year ended December 31, 2008, there were no 	stock options, issued under the 2005 plan, exercised, however 60,000 stock 	options issued under the 2005 plan expired unexercised.
The 1999 and 	2001 plans were approved in 2001 by our shareholders and the 2005 plan was 	approved by our shareholders in 2005.
	Equity Compensation Plan Information
ITEM 6.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS of OPERATIONS. 	
	The information contained in this 	Management's Discussion and Analysis or Plan of Operation contains "forward 	looking statements." Actual results may materially differ from those 	projected in the forward looking statements as a result of certain risks and 	uncertainties set forth in this report. Although management believes that 	the assumptions made and expectations reflected in the forward looking 	statements are reasonable, there is no assurance that the underlying 	assumptions will, in fact, prove to be correct or that actual future results 	will not be materially different from the expectations expressed in this 	Annual Report. The following discussion should be read in conjunction with 	the audited Consolidated Financial Statements and related Notes thereto 	included in Item 7
ITEM 7. FINANCIAL 	STATEMENTS.
BINGO.COM, LTD. and subsidiaries
Consolidated Financial Statements
Years ended 	December 31, 2008 and 2007
	Dohan and 	Company 	7700 North Kendall Drive, #200
Certified Public Accountants Miami, Florida 33156-7578
A Professional Association
Telephone (305) 274-1366
Facsimile (305) 274-1368
Email info@uscpa.com
Internet www.uscpa.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
Bingo.com, Ltd. and Subsidiaries
The Valley, Anguilla, B.W.I.
We have audited the accompanying consolidated balance sheets of Bingo.com, Ltd. and Subsidiaries as of December 31, 2008 and 2007, and the related consolidated statements of operations, stockholders equity and cash flows for the years then ended December 31, 2008 and 2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Bingo.com, Ltd. and Subsidiaries as of December 31, 2008 and 2007, 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 consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company generated negative cash flows from operating activities during the past year. The Company has working capital of approximately $124,495 and an accumulated deficit of approximately $12,263,550 for the year ended December 31, 2008. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/Dohan and Company, CPA's
Miami, Florida
March 25, 2009
BINGO.COM, LTD. and subsidiaries
	Consolidated 	Balance Sheets
	See accompanying notes to consolidated financial statements.
BINGO.COM, LTD. and subsidiaries
	Consolidated 	Statements of Operations
See accompanying 	notes to consolidated financial statements.
BINGO.COM, LTD. and subsidiaries
	Consolidated 	Statements of Stockholders' Equity
	Years ended 	December 31, 2008 and 2007
	See accompanying notes to consolidated financial statements.
BINGO.COM, LTD. and subsidiaries
	Consolidated 	Statements of Cash Flows
	See accompanying notes to consolidated financial statements.
BINGO.COM, LTD. and subsidiaries
	Notes to 	Consolidated Financial Statements
	Years ended 	December 31, 2008 and 2007
1. Introduction:
Nature of business
	Bingo.com, 	Ltd. (the "Company") was incorporated on January 12, 1987, under the laws of 	the State of Florida as Progressive General Lumber Corp. On January 22, 	1999, the Company changed its name to Bingo.com, Inc. On April 7, 2005, 	Bingo.com, Inc. completed a merger with its wholly- owned subsidiary 	Bingo.com, Ltd. The surviving corporation of the merger is Bingo.com, Ltd. 	which is domiciled in Anguilla, British West Indies. All of the outstanding 	common shares of Bingo.com, Ltd. were registered by Bingo.com, Inc. and 	Bingo.com, Ltd. under an S-4 registration statement dated March 3, 2005. 	The S-4 registration statement became effective on March 8, 2005. The 	principal reason for Bingo.com, Inc.'s merger with its subsidiary Bingo.com, 	Ltd. was to facilitate Bingo.com, Inc.'s reincorporation under the 	International Business Companies Act of Anguilla, B.W.I. Anguilla, B.W.I. is 	a corporate tax- free jurisdiction. Effective Thursday, April 7, 2005, the 	shares of Bingo.com, Ltd. began trading under the new ticker symbol "BNGOF".
	The Company is 	in the business of providing games and entertainment based on the game of 	bingo through its Internet portal, www.bingo.com and earns revenue from 	selling advertising and providing games of chance to its registered 	subscribers.
Continuing operations
	These 	consolidated financial statements have been prepared on the going concern 	basis, which presumes the realization of assets and the settlement of 	liabilities in the normal course of operations. The application of the 	going concern basis is dependent upon the Company achieving profitable 	operations to generate sufficient cash flows to fund continued operations, 	or, in the absence of adequate cash flows from operations, obtaining 	additional financing. The Company has reported losses from operations for 	the year ended December 31, 2008 and 2007, and has an accumulated deficit of 	$12,263,550 as at December 31, 2008.
	In view of the 	matters described in the preceding paragraph, recoverability of a major 	portion of the recorded asset amounts and settlement of the liability 	amounts shown in the accompanying balance sheets is dependent upon continued 	operations of the Company, which in turn is dependent upon the Company's 	ability to succeed in its future operations. The financial statements do not 	include any adjustments relating to the recoverability and classification of 	recorded asset amounts or amounts and classification of liabilities that 	might be necessary should the Company be unable to continue in existence.
	Management continues to review operations in order to identify additional 	strategies designed to generate cash flow, improve the Company's financial 	position, and enable the timely discharge of the Company's obligations. 	If management is unable to identify sources of additional cash flow in the 	short term, it may be required to further reduce or limit operations.
BINGO.COM, LTD. and subsidiaries
	Notes to 	Consolidated Financial Statements
	Years ended 	December 31, 2008 and 2007
2. Summary 	of significant accounting policies:
	(a)
	 	Basis of 	presentation:
	These 	consolidated financial statements have been prepared in accordance with 	accounting principles generally accepted in the United States of America. 	The financial statements include the accounts of the Company's wholly-owned 	subsidiaries, English Bay Office 	Management Limited (registered in British Columbia, Canada), Bingo.com N.V. 	(registered in Curacao, Netherlands Antilles), Bingo.com (Alderney) Limited 	(registered in Alderney, Channel Islands), Coral Reef Marketing Inc. 	(registered in Anguilla), Bingo.com (Antigua) Inc., Bingo.com (Wyoming) 	Inc., Bingo Acquisition Corp, Bingo.com Services Limited (registered in the 	Untied Kingdom) and the 99% owned subsidiaries, Bingo.com (UK) plc. 	(registered in the Untied Kingdom) and Bingo.com Operations Limited 	(registered in Malta). All material intercompany balances and 	transactions have been eliminated in the consolidated financial statements.
	(b)
	 	Use of 	estimates:
	The 	preparation of consolidated financial statements in conformity with 	generally accepted accounting principles of the United States of America, 	requires management to make estimates and assumptions that affect the 	reported amounts of assets and liabilities and the disclosure of contingent 	assets and liabilities at the date of the financial statements and 	recognized revenues and expenses for the reporting periods.
	Significant 	areas requiring the use of estimates include the valuation of long-lived 	assets, the collectibility of accounts receivable and the valuation of 	deferred tax assets. Actual results may differ significantly from these 	estimates.
	(c)
	 Revenue recognition:
		Gaming revenues have been recognized on the basis of total dollars wagered, 	including bonus wagered, on all games less all winnings payable to players. 	
		Advertising revenues have been recognized as the advertising campaign or 	impressions and clicks are made on the website and when collection of the 	amounts are reasonably assured. Cash received in advance of the advertising 	campaigns or impressions and clicks are recorded under unearned revenue.
	(d)
	 Foreign currency:
		The consolidated financial statements are presented in United States 	dollars, the functional currency of the Company. The Company accounts for 	foreign currency transactions and translation of foreign currency financial 	statements under Statement of Financial Accounting Standards ("SFAS") No. 	52, "Foreign Currency Translation" ("SFAS 52"). Transaction amounts 	denominated in foreign currencies are translated at exchange rates 	prevailing at the transaction dates. Carrying values of monetary assets and 	liabilities are adjusted at each balance sheet date to reflect the exchange 	rate at that date. Non-monetary assets and liabilities are translated at the 	exchange rate on the original transaction date.
BINGO.COM, LTD. and subsidiaries
	Notes to 	Consolidated Financial Statements
	Years ended 	December 31, 2008 and 2007
2.
	Summary of significant accounting policies (Continued):
	(d) Foreign 	currency: (Continued)
		Gains and losses from restatement of foreign currency monetary and 	non-monetary assets and liabilities are included in income. Revenues and 	expenses are translated at the rates of exchange prevailing on the dates 	such items are recognized in earnings.
		(e)
	 Cash and cash equivalents
	Cash and cash equivalents include cash on 	hand and, on occasion, short term investments. The Company considers all 	highly liquid instruments purchased with a remaining maturity of less than 	three months at the time of purchase as cash equivalents.
	(f)
	 Accounts receivable:
	Trade and 	other accounts receivable are reported at face value less any provisions for 	uncollectible accounts considered necessary. Accounts receivable includes 	receivables from payment processors and trade receivables from customers. 	The Company estimates doubtful accounts on an item-by-item basis and 	includes over-aged accounts as part of allowance for doubtful accounts, 	which are generally ones that are ninety-days overdue. Bad debt expense, 	for the year ended December 31, 2008, was $nil (2007 - $nil), including a 	provision for doubtful accounts of $nil (2007 - $nil). Bad Debt recovery for 	the year ended December 31, 2008, was $nil (2007 - $107,486).
	(g)
	 Equipment:
		Equipment is recorded at cost less accumulated depreciation. Depreciation is 	provided for annually on the declining balance method over the following 	periods :
		 Equipment and computers 3 years
		 Furniture and fixtures 5 years 	
		 Leasehold improvements duration of 	the lease
		Expenditures for maintenance and repairs are charged to expenses as 	incurred. Major improvements are capitalized. Gains and losses on 	disposition of equipment are included in income or expenses as realized.
	(h) 	Advertising:
		The Company expenses the cost of advertising in the period in which the 	advertising space or airtime is used. 	Advertising 	costs charged to selling and marketing expenses in 2008 totaled $79,833 	(2007 - $221,763).
	(i) 	Stock-based compensation:
	Effective January 1, 2006, the Company adopted SFAS No. 123(R), "Share-Based 	Payment" ("SFAS 123(R)") and related interpretations which superseded APB 	No. 25. SFAS 123(R) requires that all stock-based compensation be recognized 	as an expense in the
BINGO.COM, LTD. and subsidiaries
	Notes to 	Consolidated Financial Statements
	Years ended 	December 31, 2008 and 2007
2. Summary 	of significant accounting policies (Continued):
	(i) 	Stock-based compensation: (Continued)
	financial 	statements and that such cost be measured at the fair value of the award. 	This statement was adopted using the modified prospective method, which 	requires the Company to recognize compensation expense on a prospective 	basis.
	Therefore, 	prior period financial statements have not been restated. Under this method, 	in addition to reflecting compensation expense for new share-based awards, 	an expense is also recognized to reflect the remaining service period of 	awards that had been included in pro-forma disclosures in prior periods. 	
	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:
	The block discount applied was due to the 	illiquidity of shares.
	 (j) 	Impairment of long-lived assets and long-lived assets to be disposed of: 	
	The Company 	accounts for long-lived assets in accordance with the provisions of SFAS No. 	144 "Accounting for the Impairment or Disposal of Long-Lived Assets" and 	SFAS No. 142 "Accounting for Goodwill and Other Intangible Assets" ("SFAS 	142"). During the years presented, the only long-lived assets reported on 	the Company's consolidated balance sheet are equipment, intangible assets 	and domain name rights. These provisions require that long-lived assets and 	certain identifiable recorded intangibles be reviewed for impairment 	whenever events or changes in circumstances indicate that the carrying 	amount of an asset may not be recoverable. Recoverability of assets to be 	held and used is measured by a comparison of the carrying amount of an asset 	to future net cash flows expected to be generated by the asset.
	If such assets 	are considered to be impaired, the impairment to be recognized is measured 	by the amount by which the carrying amount of the assets exceed the fair 	value of the assets. Assets to be disposed of are reported at the lower of 	the carrying amount and the fair value less costs to sell.
	(k) Income 	taxes:
	The Company 	follows the asset and liability method of accounting for income taxes. 	Under this method, current income taxes are recognized for the estimated 	income taxes payable for the current period. Deferred income taxes are 	provided based on the estimated future
BINGO.COM, LTD. and subsidiaries
	Notes to 	Consolidated Financial Statements
	Years ended 	December 31, 2008 and 2007
	2. Summary 	of significant accounting policies (Continued):
	(k) Income 	taxes: (Continued)
	tax effects of 	temporary differences between financial statement carrying amounts of assets 	and liabilities and their respective tax bases, as well as the benefit of 	losses available to be carried forward to future years for tax purposes.
	Deferred tax 	assets and liabilities are measured using the enacted tax rates that are 	expected to apply to taxable income in the years in which those temporary 	differences are expected to be recovered and settled. The effect on 	deferred tax assets and liabilities of a change in tax rates is recognized 	in operations in the period that includes the enactment date. A valuation 	allowance is recorded for deferred tax assets when it is not more likely 	than not that such future tax assets will be realized.
	(l) 	Net (loss) income per share:
	Statement of 	Financial Accounting Standards No. 128, "Earnings per Share", requires 	presentation of basic earnings per share ("Basic EPS") and diluted earnings 	per share ("Diluted EPS"). Basic earnings (loss) per share is computed by 	dividing earnings (loss) available to common stockholders by the weighted 	average number of common shares outstanding during the period. Diluted 	earnings per share reflects the potential dilution, using the treasury stock 	method, that could occur if outstanding options or warrants were exercised 	and converted into common stock. In computing diluted earnings per share, 	the treasury stock method assumes that outstanding options and warrants are 	exercised and the proceeds are used to purchase common stock at the average 	market price during the period.
	Options and 	warrants will have a dilutive effect under the treasury stock method only 	when the average market price of the common stock during the period exceeds 	the exercise price of the options and warrants. In periods where losses are 	reported, the weighted average number of common shares outstanding excludes 	common stock equivalents because their inclusion would be anti-dilutive.
	The earnings per share data for the year 	ended December 31, 2008 and 2007 are summarized as follows:
BINGO.COM, LTD. and subsidiaries
	Notes to 	Consolidated Financial Statements
	Years ended 	December 31, 2008 and 2007
2. Summary of significant 	accounting policies (Continued):
	(m) 	Domain name and intangible assets:
		The Company has capitalized the cost of the purchase of the domain name 	Bingo.com and was amortizing the cost over five years from the date of 	commencement of operations. 	In 2002, the 	Company suspended the amortization of the domain name cost in accordance 	with 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 is tested 	for impairment by comparing the future cash flows of the domain name with 	its carrying value. The Company determined that no impairment existed for 	the years presented. The Company capitalized the cost of the email list as 	an intangible asset and is amortizing the cost over the life of the contract 	(five years).
	(n) New 	accounting pronouncements:
	In December 	2007 the FASB issued Statement No. 141(R) "Business Combinations" ("FAS 	141(R)"). FAS 141(R) requires the acquiring entity in a business combination 	to recognize the full fair value of assets acquired and liabilities assumed 	in the transaction (whether a full or partial acquisition); establishes the 	acquisition-date fair value as the measurement objective for all assets 	acquired and liabilities assumed; requires expensing of most transaction and 	restructuring costs; and requires the acquirer to disclose to investors and 	other users all of the information needed to evaluate and understand the 	nature and financial effect of the business combination. FAS 141(R) applies 	prospectively to business combinations for which the acquisition date is on 	or after January 1, 2009. The impact of FAS No. 141R on the consolidated 	financial statements will depend upon the nature, terms and size of the 	acquisitions we consummate after the effective date.
	In December 	2007, the FASB issued SFAS No. 160. "Noncontrolling Interests in 	Consolidated Financial Statements-an Amendment of ARB No. 51" ("SFAS No. 	160"). SFAS No. 160 establishes accounting and reporting standards 	pertaining to ownership interests in subsidiaries held by parties other than 	the parent, the amount of net income attributable to the parent and to the 	noncontrolling interest, changes in a parent's ownership interest, and the 	valuation of any retained noncontrolling equity investment when a subsidiary 	is deconsolidated. This statement also establishes disclosure requirements 	that clearly identify and distinguish between the interests of the parent 	and the interests of the noncontrolling owners. SFAS No. 160 is effective 	for fiscal years beginning on or after December 15, 2008. The Company does 	not expect SFAS No. 160 to have a material impact on the Company's 	consolidated financial statements.
	In March 2008, 	the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and 	Hedging Activities" ("SFAS 161"). SFAS 161 amends and expands the 	disclosure requirements in SFAS 133, "Accounting for Derivative Instruments 	and Hedging
BINGO.COM, LTD. and subsidiaries
	Notes to 	Consolidated Financial Statements
	Years ended 	December 31, 2008 and 2007
2. Summary of significant 	accounting policies (Continued):
	(n) New 	accounting pronouncements: (Continued)
	Activities" 	but 	does not change SFAS 133's scope or accounting. SFAS 161 requires 	qualitative, quantitative, and credit-risk disclosures. 	SFAS 	No. 161 requires enhanced disclosures about an entity's derivative and 	hedging activity. Entities are required to provide enhanced disclosures 	about how and why they use derivative instruments, how derivative 	instruments and related hedged items are accounted for under SFAS No. 133 	and how derivative instruments and related hedged items affect an entity's 	financial position, financial performance and cash flows. 	SFAS 161 is 	effective for fiscal years and interim periods beginning after November 15, 	2008, the year beginning December 28, 2008, for the Company. The Company is 	currently evaluating the impact of adopting the Statements on its results of 	operations and financial position.
	In December 	2008, the FASB issued FSP No. FAS 132(R)-1 ("FSP FAS 132(R)-1"), "Employers 	Disclosures about Postretirement Benefit Plan Assets," which expands the 	disclosure requirements about plan assets for defined benefit pension plans 	and postretirement plans. FSP FAS 132(R)-1 is effective for financial 	statements issued for fiscal years ending after December 15, 2009, the year 	ending December 26, 2009 for the Company.
	On May 9, 	2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted 	Accounting Principles" ("SFAS No. 162") which reorganizes the generally 	accepted accounting principles ("GAAP") hierarchy as detailed in the 	statement. The purpose of the new standard is to improve financial reporting 	by providing a consistent framework for determining what accounting 	principles should be used when preparing U.S. GAAP financial statements. 	SFAS No. 162 became effective on November 15, 2008. The Company does not 	expect the adoption of SFAS No. 162 to effect the financial position, 	results of operations or cash flows of the Company.
	 (o) 	Financial instruments:
	(i) Fair 	values:
	The fair value 	of cash, accounts receivable, accounts payable, accrued liabilities, 	unearned revenue and amounts due to related parties approximate their 	financial statement carrying amounts due to the short-term maturities of 	these instruments.
	(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.
BINGO.COM, LTD. and subsidiaries
	Notes to 	Consolidated Financial Statements
	Years ended 	December 31, 2008 and 2007
2. Summary of significant 	accounting policies (Continued):
	(p) 	Reclassification
	Certain 	comparative figures have been reclassified to conform to the presentation 	adopted in the current year.
3. Sale of 	US players and related assets:
	Effective 	October 12, 2006, the Company, in response to the United States Unlawful 	Internet Gambling Enforcement Act, sold its United States players and 	related assets for $1,200,050, payable by the arms-length purchaser at a 	variable rate over the subsequent months. The Company will recognize the 	profit from the sale of these assets as and when payment is received. During 	the year ended December 31, 2008, the Company collected $63,000 (2007 	$120,000) in payment for these assets.
4. Accounts Receivable:
	The accounts receivable as at December 31, 2008, is summarized as follows: 	
	The Company has provided $nil (2007 - $36,778) for doubtful accounts. 	
5. 	Equipment:
	
BINGO.COM, LTD. and subsidiaries
	Notes to 	Consolidated Financial Statements
	Years ended 	December 31, 2008 and 2007
5. 	Equipment: (Continued)
	Depreciation expense was $50,306 (2007 - $52,005) for the year ended 	December 31, 2008.
6. Domain 	name rights and intangible asset:
		The rights to use the domain name bingo.com were acquired in January of 1999 	for a cash payment of $200,000 and the issuance of 500,000 shares of common 	stock of the Company at a value of $2.00 per share. The agreement was signed 	with Bingo, Inc., an unrelated party at the date of signing of the 	agreement. Under the terms of the agreement, the Company is required to make 	quarterly domain name purchase payments to the vendor based on 4% of annual 	gross revenue (as defined in the agreement), with total minimum payments of 	$1,100,000 in the first three years, including the initial cash payment, 	required over 	the 99 year 	period ended December 31, 2098. These minimum payment commitments were 	completed on June 30, 2002. During the year ended December 31, 2002, the 	agreement was amended so that the remaining domain name purchase 	payments to the vendor are made 	monthly, based on 4% of the preceding month's gross revenue. During the year 	ended December 31, 2008, expense payments of $225,983 (2007 - $94,790) were 	paid in accordance with the amended agreement.
		Domain name rights have been capitalized on the balance sheet based on the 	present value of the future minimum royalty payments. 	In 2002, the 	Company suspended the amortization of the domain name in accordance with 	SFAS No. 142, where companies are no longer permitted to amortize indefinite 	life intangible assets. The intangible asset consists of an email list of 	Games, Inc. The Company capitalized the cost of the legal settlement with 	Roger Ach, the Lottery Channel Inc. and Games, Inc., whereby the Company 	will receive free advertising on the Lottery Channel Inc. and Games, Inc. 	websites for a period of five years.
	
	 Amortization expense was $7,827 (2007 - $9,887) for the year ended 	December 31, 2008.
BINGO.COM, LTD. and subsidiaries
	Notes to 	Consolidated Financial Statements
	Years ended 	December 31, 2008 and 2007
7. 	Stockholders' equity:
	The holders of 	common stock are entitled to one vote for each share held. There are no 	restrictions that limit the Company's ability to pay dividends on its common 	stock. The Company has not declared any dividends since incorporation. The 	Company's common stock has a no par value per common stock.
	(a) Common 	stock issuances:
	During the 	year ended December 31, 2008, Bingo.com, Ltd. completed a private placement 	offering of 2 million shares at $0.30 per share. Total proceeds of the 	offering were $600,000.
	During the 	year ended December 31, 2008, the holders of stock options exercised their 	options for 174,500 shares for $8,725 at an exercise price of $0.05 per 	share.
	During the 	year ended December 31, 2007, Bingo.com, Ltd. completed a private placement 	offering of 6 million units at $0.25 per unit. Total proceeds of the 	offering were $1.5 million. Each unit consisted of one common share and one 	half common share purchase warrant. Each whole warrant is exercisable into 	one additional common share of the Company for a period of two years at an 	exercise price of $0.35 per share. The warrants are non-transferable and 	subsequent to the year ended December 31, 2008, expired unexercised. 	
	During the 	year ended December 31, 2007, the holders of stock options exercised their 	options for 385,150 shares for $27,582 at exercise prices ranging from $0.05 	to $0.10 per share.
	Subsequent to 	the year ended December 31, 2008, Bingo.com, Ltd. completed a private 	placement offering of 3.5 million shares at $0.15 per share. Total proceeds 	of the offering were $525,000.
	Subsequent to 	the year ended December 31, 2008, the holders of stock options exercised 	their options for 55,000 shares for $5,500 at an exercise price of $0.10 per 	share.
	 (b) Stock 	option plans:
	(i) 1999 	stock option plan:
	The Company 	has reserved a total of 1,895,000 common shares for issuance under its 1999 	stock option plan. The plan provides for the granting of non-qualified 	stock options to directors, officers, eligible employees and contractors of 	the Company. The Board of Directors determines the terms of the options 	granted, including the number of options granted, the exercise price and 	their vesting schedule.
	As at December 	31, 2008, there were a total of 986,500 stock options (2007 - 986,500) stock 	options) outstanding at exercise prices ranging from $0.05 to $0.15 per 	share. During the year ended December 31, 2008, there were no options 	exercised, expired or issued, under the 1999 plan. Subsequent to the year 	ended December 31, 2008, 23,500 options expired unexercised.
BINGO.COM, LTD. and subsidiaries
	Notes to 	Consolidated Financial Statements
	Years ended 	December 31, 2008 and 2007
7. Stockholders' equity: 	(Continued)
	(b) Stock 	option plans: (Continued)
	Of the options 	outstanding at December 31, 2008, a total of 86,500 (2007 - 86,500) were 	issued where 10% vests at the grant date, 15% one year following the grant 	date and 2% per month starting 13 months after the grant date. A total of 	86,500 (2007 - 65,500) of these common stock purchase options had vested at 	December 31, 2008.
	(ii) 2001 	stock option plan:
	During the 	year ended December 31, 2001, the Company's Board of Directors adopted the 	2001 stock option plan. The Company has reserved a total of 5,424,726 common 	shares for issuance under the 2001 stock option plan. The plan provides for 	the granting of incentive and non-qualified stock options to directors, 	officers, eligible employees and contractors of the Company. The Board of 	Directors determines the terms of the options granted, including the number 	of options granted, the exercise price and their vesting schedule. 	
	As at December 	31, 2008, there were a total of 3,850,700 stock options (2007 - 3,475,000 	stock options) issued, of which 1,767,200 (2007 - 1,592,700) had been 	exercised as at December 31, 2008. During the year ended December 31, 2008, 	175,300 (2007 - 59,000) stock options expired unexercised. Therefore as at 	December 31, 2008, there were 2,083,500 (2007 - 1,823,300) stock options 	outstanding at exercise prices ranging from $0.05 to $0.33 per share. Of the 	options outstanding at December 31, 2008, a total of 1,933,500 (2007 - 	1,373,300) were issued where 10% vests at the grant date, 15% one year 	following the grant date and 2% per month starting 13 months after the grant 	date. A total of 1,502,000 (2007 - 1,465,550) of these common stock 	purchase options had vested at December 31, 2008.
	Subsequent to 	the year ended December 31, 2008, the holders of the stock options exercised 	55,000 of their options, issued under the 2001 plan, whose options price was 	$0.10. In addition, 258,000 stock options, issued under the 2001 plan, 	expired unexercised.
	 (iii) 2005 	stock option plan:
	During the 	year ended December 31, 2005, the Company's Board of Directors adopted the 	2005 stock option plan, which was approved by the shareholders at the Annual 	General meeting. The Company has reserved a total of 2,000,000 common shares 	for issuance under the 2005 stock option plan. The Plan is intended to 	provide incentive to employees, directors, advisors and consultants of the 	Corporation to encourage proprietary interest in the Corporation, to 	encourage such employees to remain in the employ of the Corporation or such 	directors, advisors and consultants to remain in the service of the 	Corporation, and to attract new employees, directors, advisors and 	consultants with outstanding qualifications. The Board of Directors 	determines the terms of the options granted, including the number of options 	granted, the exercise price and their vesting schedule.
	As at December 	31, 2008, there were a total of 1,925,942 (2007 - 1,800,942) stock options 	outstanding at an exercise prices ranging between $0.27 and $0.91 per share. 	
BINGO.COM, LTD. and subsidiaries
	Notes to 	Consolidated Financial Statements
	Years ended 	December 31, 2008 and 2007
7. Stockholders' equity: 	(Continued)
	(b) Stock 	option plans: (Continued)
	Of the options 	outstanding at December 31, 2008, a total of 1,588,750 (2007 - 1,463,750) 	were issued where 10% vests at the grant date, 15% one year following the 	grant date and 2% per month starting 13 months after the grant date. A 	total of 1,246,792 (2007 - 829,242) of these common stock purchase options 	had vested at December 31, 2008.
	A summary of 	stock option activity for the stock option plans for the years ended 	December 31, 2008 and 2007 are as follows:
	The following 	table summarizes information concerning outstanding and exercisable stock 	options at December 31, 2008:
	During the years ended December 31, 2008, the Company recorded stock 	compensation expense of $86,544 (2007 - $122,068) relating to the issuance 	of common stock purchase options to certain employees, officers, and 	directors of the Company in accordance with FASB 123.
BINGO.COM, LTD. and subsidiaries
	Notes to 	Consolidated Financial Statements
	Years ended 	December 31, 2008 and 2007
7. Stockholders' equity: 	(Continued)
	(c) Warrants:
	During the 	year ended December 31, 2007, the Company issued 3,000,000 warrants which 	are exercisable into 3,000,000 common shares at $0.35 per share over a 	period of two years. The warrants are non-transferable and subsequent to the 	year ended December 31, 2008, expired unexercised.
8. 	Commitments:
	The Company 	leases office facilities in Vancouver, British Columbia, Canada; The Valley, 	Anguilla, British West Indies; 	and London, 	United Kingdom. These office facilities are leased under a operating lease 	agreements. The Canadian operating lease agreement expires on September 30, 	2010. The Anguillian operating lease expires on September 30, 2009. The 	United Kingdom lease, is leased from a company owned by a current director 	and officer of the Company. This lease is for 30 days and is automatically 	renewed with a 30 day notice period.
	Minimum lease 	payments under these operating leases are approximately as follows:
	The Company paid rent expense totaling $101,328 for the year ended December 	31, 2008 (2007 - $87,064).
	The Company has a management consulting 	agreement with T.M. Williams (Row), Inc., an Anguilla incorporated company 	and Mr. Williams dated August 20, 2001, (the "Williams Agreement"), amended 	February 28, 2002, in connection with the provision of services by Mr. 	Williams as President and Chief Executive Officer of the Company. The 	agreement was renewed for a further one year period on August 1, 2008, on 	substantially the same terms and conditions, whereby the Company will pay to 	T.M. Williams (Row), Ltd., 10% of the operating profit of the Company, as 	defined in the amendment, to a maximum of $25,000 per month, in arrears.
9. Income taxes:
	Bingo.com, 	Ltd. is domiciled in the tax-free jurisdiction of Anguilla, British West 	Indies. The computed benefit / expense differed from the amounts computed by 	applying the United States of America federal income tax rate of 34 percent 	and various other rates for other jurisdictions to the pretax income / 	losses from operations as a result of the following:
BINGO.COM, LTD. and subsidiaries
	Notes to 	Consolidated Financial Statements
	Years ended 	December 31, 2008 and 2007
9. Income taxes: (Continued)
	The tax 	effects of temporary differences that give rise to significant portions of 	the deferred tax assets and deferred tax liabilities at December 31, 2008 	and 2007 are presented below:
	The valuation 	allowance for deferred tax assets as of December 31, 2008 and 2007, was 	$275,926 and $754,719, respectively. The net change in the total valuation 	allowance for the years ended December 31, 2008 and 2007, was a decrease of 	$478,793 and $221,449 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 $1,842,000 in Canada prior to the expiration of the net 	operating loss carryforwards. During the year ended December 31, 2008, 	$882,524 (2007 - $954,138) of these net operating loss carryforwards expired 	in Canada.
BINGO.COM, LTD. and subsidiaries
	Notes to 	Consolidated Financial Statements
	Years ended 	December 31, 2008 and 2007
10. Related 	party transactions:
		The Company has a liability for $3,582 (2007 - $2,306) to a company owned by 	a current director and officer of the Company for payment of services 	rendered and expenses incurred by a current director and officer of the 	Company.
		The Company has a liability of $1,771 (December 31, 2007 - $nil), to a 	director and officer of the Company for payment of services rendered and 	expenses incurred by the director and officer of the Company.
		Payments made to Bingo, Inc. in relation to the domain name purchase 		payment totaled $225,983 during the year ended December 31, 2008 (2007 - 		$94,790).
	The Company 	supplied administration services of $65 (2007 - $816) to a company whose 	director is a current director and 	officer of the Company. In addition, the Company incurred administrative 	expenses in connection with this related company and as at December 31, 	2008, there was a receivable balance of $nil (2007 - $13,259). During the 	year ended December 31, 2008, the current director ceased to be a director 	of the related company.
11. Segmented information:
	The Company operates in one reportable 	business segment, the business of providing games and entertainment based on 	the game of bingo through its Internet portal, bingo.com, supported mainly 	by the revenue generated from the deposits received for the games for money 	and selling advertising on the website. The revenue for the year ended 	December 31, 2008 and 2007, has been derived primarily from the revenue 	generated from the deposits received for the games for money.
	 Equipment
	The Company's equipment is located as 	follows:
12. Concentrations:
	 Major customers
	For the year ended December 31, 2008, there 	was no single player on the gaming site who had wagered more than 10% of the 	total gaming revenue. The Company is reliant on various payment processors 	who process funds players have wagered on the gaming site. For the year 	ended December 31, 2008, there were two processors, Royal Bank of Scotland 	and NETeller, each receiving 92% and 8% (2007 - 90% and 10%) respectively of 	the total funds processed during the year ended December 31, 2008.
BINGO.COM, LTD. and subsidiaries
	Notes to 	Consolidated Financial Statements
	Years ended 	December 31, 2008 and 2007
12. Concentrations: 	(Continued)
	During the year ended December 31, 2008, the 	Company offered limited advertising. Therefore there were no advertising 	sales representing more than 10% of the total sales.
	For the year ended December 31, 2008, there 	was no single player on the gaming site who had wagered more than 10% of the 	total gaming revenue. The Company is reliant on various payment processors 	who process funds players have wagered on the gaming site.
13. 	Concentrations of credit risk:
	Financial instruments that potentially 	subject the Company to concentrations of credit risk consist primarily of 	cash and accounts receivable. The Company places its cash with high quality 	financial institutions and limits the amount of credit exposure with any one 	institution.
	The Company currently maintains a 	substantial portion of its day-to-day operating cash balances at financial 	institutions. At December 31, 2008, the Company had total cash balances of 	$412,002 (2007 - $744,596) at financial institutions, where $106,262 (2007 - 	$378,441) is in excess of federally insured limit.
	The Company has concentrations of credit 	risk with respect to accounts receivable, the majority of its accounts 	receivable are concentrated geographically in the United Kingdom amongst a 	small number of customers.
	As of December 31, 2008, two customers, 	totaling $23,232 and $4,429 who accounted for greater than 10% of the total 	accounts receivable. As of December 31, 2007, three customers, totaling 	$59,500, $26,886 and $25,389 who accounted for greater than 10% of the total 	accounts receivable.
	The Company controls credit risk through 	monitoring procedures and receiving prepayments of cash for services 	rendered. The Company performs credit evaluations of its customers but 	generally does not require collateral to secure accounts receivable.
14. 	Contingent liabilities:
	The Company has a contingent liability of 	$795,163 (2007 - $441,916) for player bonus balances. These balances are not 	withdrawable but can be wagered. Any winnings made on these bonus wagers are 	immediately withdrawable.
ITEM 8.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
During the year ended December 31, 2008, there were no changes or disagreements on accounting and financial disclosure with the accountants, Dohan and Company, CPA's, P.A.
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES
(a) Management's responsibility
Our management acknowledges its responsibility for establishing and maintaining adequate internal control over financial reporting of the Company.
(b) Evaluation of disclosure controls and procedures.
Our management, including the Chief Executive Officer and the Chief Financial Officer, evaluated the disclosure controls and procedures of the Company within 90 days prior to the date of this report, and found them to be operating efficiently and effectively to ensure that information required to be disclosed by us under the general rules and regulations promulgated under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported, within the time periods specified by rules of the SEC. These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us is accumulated and communicated to our management, including our principal executive officer and principal financial officer as appropriate to allow timely decisions regarding required disclosure.
(c) Changes in internal controls.
There were no significant changes in our internal controls or other factors that could significantly affect our internal controls during the year ended December 31, 2008, and to the date of filing this annual report.
ITEM 9B
ITEM 9B - OTHER INFORMATION
None
PART III
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
DIRECTORS AND EXECUTIVE OFFICERS
Our directors and executive officers as of the date of this Report are as follows:
X* - Chairman of Committee
T. M. Williams has served as our President and Chief Executive Officer and Chairman since August 20, 2001. Since 1984, Mr. Williams has served as a principal of Tarpen Research Corporation and T.M. Williams (ROW), Inc., private consulting firms, and from 1993 until 2008, was Adjunct Professor, Faculty of Commerce and Business Administration at the University of British Columbia. From 1988 to 1991, he was President and Chief Executive Officer of Distinctive Software, Inc. in Vancouver, BC, and, upon the acquisition of that company by Electronic Arts Inc., North America's largest developer of entertainment software, he became President and Chief Executive Officer of Electronic Arts (Canada) Inc., where he continued until 1993. Mr. Williams is a director of YM Biosciences, Inc. (a biotechnology company), and several other private corporations.
Mr. J. M. Williams has served as Vice President, Business development for the Company since September 2001. From January 2000 to September 2001, he was a Business Development representative at Blue Zone Inc. (a technology company). From September 1998 to May 1999 he was a Business Analyst with RBC Dominion Securities. Mr. J. M. Williams has a bachelor of Commerce degree from the University of Victoria. Mr. J. M. Williams is the son of Mr. T. M. Williams the Company's Chief Executive Officer.
Mr. C. M. Devereux has served as Vice-President, Corporate Affairs for the Company since September 2001. From May 2000 to September 2001, he was Vice-President, Corporate Affairs at Blue Zone Inc. (a technology company). From 1996 to 2000, he was President of Mill Reef Holdings, a consultancy company. From 1992 to 1997, he practiced corporate / commercial law in private practice. Mr. Devereux has a law degree from Osgoode Hall, Toronto, Canada.
H. W. Bromley, has served as our Chief Financial Officer since July 2002. From 2000 to 2001, Mr. Bromley was a Director and the Group Financial Officer for Agroceres & Co. Ltd. From 1995 - 1999, he was an employee of Ernst & Young working in South Africa and in the United States of America. Mr. Bromley has in addition worked for CitiBank, Unilever PLC and Gerrard. Mr. Bromley is also the Chief Financial Officer for CellStop Systems, Inc. (a security manufacturing company). Mr. Bromley is a Chartered Accountant.
COMPOSITION OF OUR BOARD OF DIRECTORS
We currently have three directors.All directors currently hold office until the next annual meeting of stockholders or until their successors have been elected and qualified. Our officers are appointed annually by the Board of Directors and hold office until their successors are appointed and qualified. Pursuant to the Company's by-laws, the number of directors shall be increased or decreased from time-to-time by resolution of the Board of Directors or the shareholders. Mr. J. M. Williams is the son of Mr. T. M. Williams. There are no other family relationships between any of the officers and directors of the Company.
COMMITTEES OF OUR BOARD OF DIRECTORS
We currently have three committees of our Board of Directors.
- Audit Committee - This committee will review the financial statements of the Company and propose to the board to approved the financial statements. The Committee meets quarterly to review and approve the quarterly financial statements and to discuss the affairs of the company with the auditors.
- Governance Committee - This committee review the ethics policy of the Company and ensure compliance. It will make recommendations to the board for improvement in Corporate Governance. In addition it will be this committee to whom a whistle blower will report.
- Compensation Committee - This committee will propose the appointment and remuneration of the Chief Executive Officer including salary, stock options, and bonuses.
BOARD OF DIRECTORS MEETINGS
Our Board of Directors met, in person, eight times during the last fiscal year and it regularly approves all material actions required by consent resolutions.
CODE OF ETHICS
On December 21, 2006, the Board of Directors of Bingo.com, Ltd. (the "Board") adopted a new Code of Business Conduct and Ethics (the "Code"), which applies to the Company's directors, officers and employees. The Code was adopted to further strengthen the Company's internal compliance program. The Code addresses among other things, honesty and integrity, fair dealing, conflicts of interest, compliance with laws, regulations and policies, including disclosure requirements under the federal securities laws, and administration of the code. The code is available at the Company's website at http://www.bingo.com/corp/governance.php in the Corporate section under Corporate Governance. A copy of our Code of Ethics is available upon request at no charge to any shareholder.
DIRECTOR COMPENSATION
Directors currently do not receive cash compensation for their services as members of the Board of Directors,although members are reimbursed for expenses in connection with attendance at Board of Directors meetings and specific business meetings. Directors are eligible to participate in our stock option plans. Option grants to directors are at the discretion of the Board of Directors acting upon the recommendation of the Compensation committtee.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who own more than ten percent of a registered class of the Company's equity securities, to file with the Securities and Exchange Commission (the "SEC") initial reports of ownership and reports of changes in ownership of common stock and other equity securities of
the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.
Our officers, directors and greater than ten percent beneficial owners filed in a timely manner in accordance with Section 16(a) filing requirements.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The following table describes the compensation we paid to our Chief Executive Officer and directors (the "Named Executive Officer").
SUMMARY COMPENSATION TABLE
(1) All of the compensation paid to the Named Executive Officer is paid to T.M. Williams (Row), Ltd. for the services of Mr. T. M. Williams. See additional discussion in Employment Arrangements section of Item 11 of this report.
OPTION GRANTS IN THE LAST FISCAL YEAR
During the fiscal year ended December 31, 2008, we granted to Mr. T. M. Williams, Mr. J. M. Williams, Mr. C. M. Devereux and Mr. H. W. Bromley stock options to purchase a total of 100,000 shares each of our common stock at an exercise price of $0.31 per share until May 28, 2013. 174,500 stock options were exercised by our executive officers during the fiscal year ended December 31, 2008. Subsequent to the year ended December 31, 2008, 55,000 stock options were exercised by one of our executive officers and 146,000 stock options expired unexercised by two of our executive officers.
STOCK OPTION PLANS
Our 1999 Stock Option Plan has a total of 1,895,000 shares of our common stock reserved for issuance upon exercises of options under the plan. As at December 31, 2008, there were a total of 1,094,500 stock options with exercise prices ranging from $0.05 to $0.15 per share issued, of which 108,000 options have been exercised in total as at December 31, 2008. As at December 31, 2008, there were a total 986,500 options outstanding at exercise prices ranging from $0.10 to $0.15 per share. Options to purchase 800,500 shares remained available for future grant under the 1999 Stock Option Plan.
Our 2001 Stock Option Plan has a total of 5,424,726 shares of our common stock reserved for issuance upon exercises of options under the plan. As at December 31, 2008, there were a total of 3,850,700 stock options with exercise prices ranging from $0.05 to $0.33 per share issued, of
which 1,767,200 options have been exercised in total as at December 31, 2008. As at December 31, 2008, there were a total 2,083,500 options outstanding at exercise prices ranging from $0.05 to $0.33 per share. Options to purchase 1,574,026 shares remained available for future grant under the 2001 Stock Option Plan as at December 31, 2008.
During the year ended December 31, 2005, the Company's Board of Directors adopted the 2005 stock option plan. The plan was approved by the shareholders at the Annual general meeting held during the year ended December 31, 2005. The Company has reserved a total of 2,000,000 common shares for issuance under the 2005 stock option plan. As at December 31, 2008, there were a total of 1,932,192 stock options with exercise prices ranging from $0.27 to $0.91 per share issued, of which 6,250 options have been exercised in total as at December 31, 2008. As at December 31, 2008, there were a total of 1,925,942 stock options outstanding at an exercise price ranging between $0.27 and $0.91 per share. Options to purchase 67,808 shares remained available for future grant under the 2005 Stock Option Plan as at December 31, 2008.
Our Board of Directors administers the 1999 Stock Option Plan, the 2001 Stock Option Plan and the 2005 Stock Option Plan (collectively, the "Stock Option Plans"). Our Board is authorized to construe and interpret the provisions of the Stock Option Plans, to select employees, directors and consultants to whom options will be granted, to determine the terms and conditions of options and, with the consent of the grantee, to amend the terms of any outstanding options.
The 1999 stock option plan may be granted to employees and to such other persons who are not employees as determined by the 1999 stock option plan administrator (the "Administrator"). In determining the number of shares of our Common Stock subject to each option granted under the 1999 stock option plan, consideration is given to the present and potential contribution by such person to the success of the Company. The exercise price is determined by the Administrator, provided that the exercise price for any covered employee (as that term is defined for the purposes of Section 162(m) (3) of the Internal Revenue Code of 1986 as amended (the "Code"), may not be less than the fair market value per share of the Common Stock at the date of grant by the Administrator. Each option is for a term not in excess of ten years except in the case of the death of an optionee, in which case the option is exercisable for a maximum of twelve months thereafter, or in the case of an optionee ceasing to be a participant under the 1999 stock option plan for any reason other than cause or death, in which case the option is exercisable for a maximum of 30 days thereafter. The 1999 stock option plan does not provide for the granting of financial assistance, whether by way of a loan, guarantee or otherwise, by us in connection with any purchase of shares of Common Stock from the Company.
The 2001 stock option plan provides for the granting to our employees of incentive stock options and the granting to our employees, directors and consultants of non-qualified stock options.
During the year ended December 31, 2005, the Company adopted the 2005 Stock Option Plan. The plan provides for the granting of stock options to the employees, directors, advisors and consultants of the Corporation to encourage proprietary interest in the Corporation, to encourage such employees to remain in the employ of the Corporation or such directors, advisors and consultants to remain in the service of the Corporation, and to attract new employees, directors, advisors and consultants with outstanding qualifications.
Our Board determines the terms and provisions of each option granted under the Stock Option Plans, including the exercise price, vesting schedule, repurchase provisions, rights of first refusal and form of payment. In the case of incentive options, the exercise price cannot be less than 100% (or 110%, in the case of incentive options granted to any grantee who owns stock representing more than 10% of the combined voting power of the Company or any of our parent or subsidiary corporations) of the fair market value of our common stock on the date the option is granted. The exercise price of non-qualified stock options shall not be less than 85% of the fair
market value of our common stock. The exercise price of options intended to qualify as performance-based compensation for purposes of Code Section 162(m) shall not be less than 100% of the fair market value of the stock. The aggregate fair market value of the common stock with respect to any incentive stock options that are exercisable for the first time by an eligible employee in any calendar year may not exceed $100,000.
The term of options under the Stock Option Plans will be determined by our Board; however, the term of an incentive stock option may not be for more than ten years (or five years in the case of incentive stock options granted to any grantee who owns stock representing more than 10% of the combined voting power of the Company or any of our parent or subsidiary corporations). Where the award agreement permits the exercise of an option for a period of time following the recipient's termination of service with us, disability or death, that option will terminate to the extent not exercised or purchased on the last day of the specified period or the last day of the original term of the option, whichever occurs first.
If a third party acquires the Company through the purchase of all or substantially all of our assets, a merger or other business combination, except as otherwise provided in an individual award agreement, all unexercised options will terminate unless assumed by the successor corporation.
EMPLOYMENT ARRANGEMENTS
We entered into a management consulting agreement with T.M. Williams (Row), Inc., an Anguilla incorporated company and Mr. Williams dated August 20, 2001, (the "Williams Agreement"), amended February 28, 2002, in connection with the provision of services by Mr. Williams as President and Chief Executive Officer of the Company.
The term of the amended Williams Agreement is for a period of one year, unless terminated sooner by any of the parties under the terms and conditions contained in the amended Williams Agreement. If the amended Williams Agreement is not terminated by any of the parties, the term may be renewed for a further one year period at the option of T.M. Williams (Row), Ltd., on substantially the same terms and conditions, by giving three months notice in writing to the Company. The agreement was renewed for a further one year period on August 1, 2008, on substantially the same terms and conditions. We will pay to T.M. Williams (Row), Ltd., 10% of the operating profit of the Company, as defined in the amendment, to a maximum of $25,000 per month, in arrears, during the duration of the amended Williams Agreement, as consideration for the provision of the services of Mr. Williams as President and Chief Executive Officer of the Company.
ITEM 12.
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 31, 2009, by:
- each person known by us to beneficially own 5% or more of our outstanding common stock;
- each of our directors;
- each of the Named Executive Officers; and
- all of our directors and Named Executive Officers as a group.
In general, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of such security, or the power to dispose or direct the disposition of such security. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options or
debentures held by that person that are currently exercisable or convertible or exercisable or convertible within 60 days of March 31, 2009, are deemed outstanding.
Percentage of beneficial ownership is based upon 39,755,203 shares of common stock outstanding at March 31, 2009. 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.
(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 $0.10 per share, 300,000 shares of common stock that may be issued upon the exercise of 300,000 stock purchase options with an exercise price of $0.15 per share, 100,000 shares of common stock that may be issued upon the exercise of 100,000 stock purchase options with an exercise price of $0.60 per share, 25,000 shares of common stock that may be issued upon the exercise of 25,000 stock purchase options with an exercise price of $0.91 per share,100,000 shares of common stock that may be issued upon the exercise of 100,000 stock purchase options with an exercise price of $0.33 per share and 100,000 shares of common stock that may be
issued upon the exercise of 100,000 stock purchase options with an exercise price of $0.31 per share. Also includes 2,522,558 shares held directly by Mr. T. M. Williams. Subsequent to the year ended December 31, 2008, 200,000 shares of common stock that may be issued upon the exercise of 200,000 warrants with an exercise price of $0.35 per share expired unexercised. Mr. T. M. Williams is the potential beneficiary of certain discretionary trusts that hold approximately 80% of the shares of a private holding company. If 80% of the shares of common stock beneficially owned by the private holding company are included here, Mr. T. M. William's beneficial ownership changes to 12,840,023 shares, representing 35% of the Class.
(2) Includes 225,000 shares of common stock that may be issued upon the exercise of 225,000 stock purchase options with an exercise price of $0.10 per share, 100,000 shares of common stock that may be issued upon the exercise of 100,000 stock purchase options with an exercise price of $0.60 per share, 25,000 shares of common stock that may be issued upon the exercise of 25,000 stock purchase options with an exercise price of $0.91 per share, 175,000 shares of common stock that may be issued upon the exercise of 175,000 stock purchase options with an exercise price of $0.27 per share and 100,000 shares of common stock that may be issued upon the exercise of 100,000 stock purchase options with an exercise price of $0.31 per share. Also includes 189,700 shares held directly by Mr. J. M. Williams.
(3) Includes 225,000 shares of common stock that may be issued upon the exercise of 225,000 stock purchase options with an exercise price of $0.10 per share, 100,000 shares of common stock that may be issued upon the exercise of 100,000 stock purchase options with an exercise price of $0.60 per share, 25,000 shares of common stock that may be issued upon the exercise of 25,000 stock purchase options with an exercise price of $0.91 per share, 175,000 shares of common stock that may be issued upon the exercise of 175,000 stock purchase options with an exercise price of $0.27 per share and 100,000 shares of common stock that may be issued upon the exercise of 100,000 stock purchase options with an exercise price of $0.31 per share. Also includes 104,500 shares held directly by Mr. C. M. Devereux.
(4) Includes 177,500 shares of common stock that may be issued upon the exercise of 177,500 stock purchase options with an exercise price of $0.15 per share, 100,000 shares of common stock that may be issued upon the exercise of 100,000 stock purchase options with an exercise price of $0.60 per share, 25,000 shares of common stock that may be issued upon the exercise of 25,000 stock purchase options with an exercise price of $0.91 per share, 175,000 shares of common stock that may be issued upon the exercise of 175,000 stock purchase options with an exercise price of $0.33 per share and 100,000 shares of common stock that may be issued upon the exercise of 100,000 stock purchase options with an exercise price of $0.31 per share. Also includes 325,000 shares held directly by Mr. H. W. Bromley.
(5) Includes 12,896,831 shares held directly by Bingo, Inc., a private holding company.
(6) Includes 5,946,043 shares held by a subsidiary of Praetorian Capital Management LLC a private company. Subsequent to the year ended December 31, 2008, a subsidiary of Praetorian Capital Management LLC 1,874,148 shares of common stock that may be issued upon the exercise of 1,874,148 warrants with an exercise price of $0.35 per share expired unexercised.
(7) Includes 3,447,000 shares held directly by G. R. Williams. Mr. G. R. Williams is not related to Mr T. M. Williams nor Mr J. M. Williams.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The Company has a liability for $3,582 (2007 - $2,306) to a company owned by a current director and officer of the Company for payment of services rendered and expenses incurred by a current director and officer of the Company.
The Company has a liability of $1,771 (December 31, 2007 - $nil), to a director and officer of the Company for payment of services rendered and expenses incurred by the director and officer of the Company.
Payments made to Bingo, Inc. in relation to the domain name purchase payment totaled $225,983 during the year ended December 31, 2008 (2007 - $94,790).
The Company supplied administration services of $65 (2007 - $816) to a company whose director is a current director and officer of the Company. In addition, the Company incurred
administrative expenses in connection with this related company and as at December 31, 2008, there was a receivable balance of $nil (2007 - $13,259). During the year ended December 31, 2008, the current director ceased to be a director of the related company.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
During the year ended December 31, 2008, the Company incurred fees of $50,537 (2007 - $49,484) from the principal accountant - Dohan and Company, CPA's, P.A. $50,537 of these fees related to audit fees (2007 - $48,166).
Our Audit Committee reviewed the audit and non-audit services rendered by Dohan and Company, CPA's, P.A. during the periods set forth above and concluded that such services were compatible with maintaining the auditors' independence. All audit and non-audit services performed by our independent accountants are pre-approved by our Audit Committee to assure that such services do not impair the auditors' independence from us.
Approximately eighty-six percent of the hours expended on the principal accountant's engagement to audit our financial statements were attributed to work performed by persons other than the principal accountant's full-time, permanent employees. The principal accountant reviewed all work done by such individuals.
PART IV
ITEMS 15. EXHIBITS
The exhibits required by Item 601 of Regulation S-K are listed in the accompanying Exhibit Index at the end of this report. Each management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K has been identified.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BINGO.COM, LTD.
By: /s/ T. M. Williams
T. M. Williams
President and Chief Executive Officer
Date: March 31, 2009
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.:
Signature
Title 		
Date
By: /s/ T. M. Williams President and Chief March 31, 2009
T. M. Williams Executive Officer and
Director (Principal
Executive Officer)
By: /s/ H. W. Bromley
Chief Financial Officer March 31, 2009
H. W. Bromley (Principal Financial and
Principal Accounting Officer)
EXHIBIT 31.1
CERTIFICATIONS
I, T. M. Williams, certify that:
1. I have reviewed this annual report on Form 10-K of Bingo.com, Ltd.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of Bingo.com, Ltd. as of, and for, the periods presented in this annual report;
4. Bingo.com, Ltd.'s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Bingo.com, Ltd., including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of Bingo.com, Ltd.'s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of as of December 31, 2008, covered by this annual report based on such evaluation; and
(d) Disclosed in this report any change Bingo.com, Ltd.'s internal control over financial reporting that occurred during Bingo.com, Ltd.'s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, Bingo.com, Ltd.'s internal control over financial reporting; and
5. Bingo.com, Ltd.'s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to Bingo.com, Ltd.'s auditors and the audit committee of Bingo.com, Ltd.'s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Bingo.com, Ltd.'s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Signed : /s/ T. M. Williams
Date : March 31, 2009
T. M. Williams, Chairman of the Board,
Chief Executive Officer, President and Secretary
(Principal Executive Officer)
EXHIBIT 31.2
CERTIFICATIONS
I, H. W. Bromley, certify that:
1. I have reviewed this annual report on Form 10-K of Bingo.com, Ltd.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of Bingo.com, Ltd. as of, and for, the periods presented in this annual report;
4. Bingo.com, Ltd.'s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Bingo.com, Ltd., including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of Bingo.com, Ltd.'s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of as of December 31, 2008, covered by this annual report based on such evaluation; and
(d) Disclosed in this report any change Bingo.com, Ltd.'s internal control over financial reporting that occurred during Bingo.com, Ltd.'s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, Bingo.com, Ltd.'s internal control over financial reporting; and
5. Bingo.com, Ltd.'s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to Bingo.com, Ltd.'s auditors and the audit committee of Bingo.com, Ltd.'s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Bingo.com, Ltd.'s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Signed : /s/ H. W. Bromley
Date : March 31, 2009
H.W. Bromley,
Chief Financial Officer
(Principal Accounting Officer)
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Bingo.com, Ltd. (the "Company") on Form 10-K for the period ended December 31, 2008, 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 31, 2009
A signed original of this written statement required by Section 906 has been provided to Bingo.com, Ltd. and will be retained by the company and furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Bingo.com, Ltd. (the "Company") on Form 10-K for the period ended December 31, 2008, 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 31, 2009
A signed original of this written statement required by Section 906 has been provided to Bingo.com, Ltd. and will be retained by the company and furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT LIST
The following instruments are included as exhibits to this Report. Exhibits incorporated by reference are so indicated.
(a) Previously filed with the Registrant's registration statement on Form 10 on June 9, 1999.
(b) Previously filed with the Company's quarterly report on Form 10-Q for the period ended June 30, 2002, on August 14, 2002.
(c) Previously filed with the Company's year end report on Form 10-K/A for the year ended December 31, 2002, on May 8, 2003.
(d) Previously filed with the Company's report on Form 8-K on December 26, 2006.