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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q

BINGO.COM, INC.

Suite 1405, 1166 Alberni Street,
Vancouver, British Columbia,
Canada, V6E 3Z3
(Address of Principal Executive Offices)

(604) 694-0300
(Registrant’s Telephone Number, Including Area Code)

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

Yes  x      No  o

APPLICABLE ONLY TO CORPORATE ISSUERS

The number of outstanding shares of the Registrant’s Common Stock, par value $0.001 per share, was 11,104,608 on November 14, 2002.

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BINGO.COM, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD ENDED SEPTEMBER 30, 2002

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PART I — FINANCIAL INFORMATION

ITEM 1. Financial Statements.

BINGO.COM, INC.
CONSOLIDATED BALANCE SHEETS
(EXPRESSED IN U.S. DOLLARS)

Commitments (note 5)
Subsequent events (note 6)

See accompanying notes to consolidated financial statements.

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BINGO.COM, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(EXPRESSED IN U.S. DOLLARS)
NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(UNAUDITED)

See accompanying notes to consolidated financial statements.

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BINGO.COM, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIENCY
(EXPRESSED IN U.S. DOLLARS)
NINE MONTHS ENDED SEPTEMBER 30, 2002
(UNAUDITED)

See accompanying notes to consolidated financial statements.

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BINGO.COM, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(EXPRESSED IN U.S. DOLLARS)
NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(UNAUDITED)

See accompanying notes to consolidated financial statements.

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BINGO.COM, INC.
Notes to Consolidated Financial Statements
(Expressed in U.S. dollars)

Nine months ended September 30, 2002 and 2001
(Unaudited)

1. Basis of Presentation:

The accompanying unaudited interim financial statements have been prepared in conformity with generally accepted accounting principles applicable to interim financial information and with the rules and regulations of the United States Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed, or omitted, pursuant to such rules and regulations. In the opinion of management, the unaudited interim financial statements include all adjustments necessary for the fair presentation of the results of the interim periods presented. These financial statements should be read in conjunction with Bingo.com, Inc.’s (the “Company”) audited consolidated financial statements and notes thereto for the year ended December 31, 2001, included in the Company’s Annual Report on Form 10-K, filed April 1, 2002 with the Securities and Exchange Commission. The results of operations for the interim period are not necessarily indicative of the results of operations for any other interim period or for a full fiscal year.

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

2. Going Concern:

These unaudited interim consolidated financial statements have been prepared on the going concern basis, which presumes the realization of assets and the settlement of liabilities and commitments 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 in the last three fiscal years, and has an accumulated deficit of $9,075,000 at September 30, 2002, and, recurring negative cash flows from operations. 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 reduce or limit operations.

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BINGO.COM, INC.
Notes to Consolidated Financial Statements
(Expressed in U.S. dollars)

Nine months ended September 30, 2002 and 2001
(Unaudited)

3. Debentures Payable:

Debenture “A”

On April 16, 2001, the Company received a loan from and issued a secured convertible debenture to Redruth Ventures Inc., a British Virgin Islands corporation, for $750,000, and to Bingo, Inc., an Anguilla corporation, for $500,000 (collectively, “the Lenders”). Redruth Ventures Inc.’ debenture of $750,000 was subsequently purchased by Bingo, Inc. on May 21, 2002. Bingo, Inc. was not a related party when Debenture “A” agreement was signed; however, a current director and officer of the Company is the potential beneficiary of several discretionary trusts that hold approximately 80% of Bingo, Inc.

Under the terms of Debenture “A”, interest shall accrue on the principal amount from time to time outstanding under the Debenture “A” at a fixed rate of 12% per annum through April 16, 2003, at which time the interest will become payable. Thereafter, interest shall accrue and be payable on the first business day of each succeeding quarter through and including April 16, 2006. All principal, accrued but unpaid interest and any other amounts due, are due and payable at maturity on April 16, 2006. The accrued interest on Debenture “A” as at September 30, 2002 is $169,000 (September 30, 2001 — $34,000). This is included under Accrued Liabilities.

The Company has the option to pay all accrued interest in cash, common stock of the Company, or a combination of both cash and common stock. Any amounts remaining unpaid on the Debenture “A” at the maturity date, whether principal, interest or other amounts due, shall be paid in full in cash on such date. Any common stock of the Company delivered to the Lenders in payment of Debenture “A” will be valued at $0.25 per share.

Bingo, Inc. has the right, but not the obligation, to elect to convert all, or part, of the outstanding principal amount of Debenture “A” into shares of the Company’s common stock at a conversion price of $0.125 per share until the third anniversary date of the Debenture “A”. The common stock that would be issued upon conversion of Debenture “A” will be subject to certain resale restrictions, as prescribed in Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”).The Debenture “A” is secured by all assets of the Company.

Bingo, Inc. received a total of 4,800,000 common stock purchase warrants with an exercise price of $0.25 per share exercisable for a period of three years from the date of Debenture “A”. The common stock that would be issued upon exercise of warrant will be subject to certain resale restrictions, as prescribed in Rule 144 under the Securities Act.

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BINGO.COM, INC.
Notes to Consolidated Financial Statements
(Expressed in U.S. dollars)

Nine months ended September 30, 2002 and 2001
(Unaudited)

3. Debentures Payable (continued):

The Debenture “A” and the Warrants were issued outside the United States pursuant to an exemption from registration under Regulation S of the Securities Act. The Debenture “A” was issued to non U.S. persons located outside the United States.

Debenture “B”

On July 2, 2002 the Company entered into negotiations for an additional debenture. The negotiations were concluded on October 15, 2002. The effective date of the Debenture “B” is July 2, 2002. The Company received a loan and issued a convertible debenture for $145,000 of which $50,000 was received from Bingo, Inc. The remaining holders of the Debenture “B” are several unrelated non US persons located outside the United States. The funds will be used for working capital purposes.

Under the terms of Debenture “B”, interest shall accrue on the principal amount from time to time outstanding under the Debenture “B” at a fixed rate of 12% per annum through July 2, 2004, at which time the interest will become payable. Thereafter, interest shall accrue and be payable on the first business day of each succeeding quarter through and including July 2, 2006. All principal, accrued but unpaid interest and any other amounts due, are due and payable at maturity on July 2, 2006. The accrued interest on Debenture “B” as at September 30, 2002 is $4,000. This is included under Accrued Liabilities.

The Company has the option to pay all accrued interest in cash, common stock of the Company, or a combination of both cash and common stock. Any amounts remaining unpaid on the Debenture “B” at the maturity date, whether principal, interest or other amounts due, shall be paid in full in cash on such date. Any common stock of the Company delivered to the holders of Debenture “B” in payment of Debenture “B” will be valued at $0.25 per share.

The holders of Debenture “B” have the right, but not the obligation, to elect to convert all, or part, of the outstanding principal amount of Debenture “B” into shares of the Company’s common stock at a conversion price of $0.15 per share until the third anniversary date of the Debenture “B”. The common stock that would be issued upon conversion of Debenture “B” will be subject to certain resale restrictions, as prescribed in Rule 144 under the Securities Act.

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BINGO.COM, INC.
Notes to Consolidated Financial Statements
(Expressed in U.S. dollars)

Nine months ended September 30, 2002 and 2001
(Unaudited)

3. Debentures Payable (continued):

The holders of Debenture “B” received a total of 580,000 common stock purchase warrants with an exercise price of $0.25 per share exercisable for a period of three years from the date of Debenture “B”. The common stock that would be issued upon exercise of the warrants will be subject to certain resale restrictions, as prescribed in Rule 144 under the Securities Act.

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

The Debenture “B” and the Warrants were issued outside the United States pursuant to an exemption from registration under Regulation S of the Securities Act. The Debenture “B” was issued to non U.S. persons located outside the United States.

4. Stockholders Equity:

250,000 shares of common stock were issued on August 9, 2002 to the former Chief Executive Officer of the Company. The agreed value of $42,500 for these shares was recorded in accrued liabilities at December 31, 2001. These shares were issued pursuant to an exemption from registration under the Securities Act in reliance upon Regulation S. The shares were issued to non U.S. persons located outside the United States.

During the quarter ended September 30,2002, the Company granted options to purchase a total of 150,000 shares of the Company’s common stock at an exercise price of $0.15 per share to the chairman of the Advisory Board of the Company, a former director. The options vest 100% at the grant date. The options were granted under the terms of the Company’s 1999 Stock Option Plan. The market price for the Company’s common stock on the grant date was $0.05

Additionally, the Company granted options to purchase a total of 535,000 shares of the Company’s common stock at an exercise price of $0.05 per share to employees of the Company. The options vest 10% at the grant date, 15% 12 months following the grant date, and 2% per month thereafter. The options were granted under the terms of the Company’s 2001 Stock Option Plan. The market price for the Company’s common stock on the grant date was $0.05. 400,000 stock options under the Company’s 2001 Stock Option plan were cancelled.

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BINGO.COM, INC.
Notes to Consolidated Financial Statements
(Expressed in U.S. dollar