nUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 

FORM 10-Q

(Mark one)

[ X ]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  

For the quarterly period ended September 30, 2011

[    ]      [    ]     TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE EXCHANGE ACT
                        For the transition period from _____________ to ____________

Commission File Number:  333-120120-01

        BINGO.COM, LTD. 

(Exact name of small business issuer as specified in its charter)

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

 

Hansa Bank Building, Ground Floor, Landsome Road

AI 2640, The Valley, Anguilla, B.W.I

(Address of principal executive offices) 

 

(264) 461-2646

(Issuer's telephone number)

 

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ X ]      No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. Large accelerated filer  [ ]                                                    Accelerated filer                 [  ] Non-accelerated filer    [ ]                                                   Smaller reporting company  [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).                                                                          Yes [     ]      No [ X ]

APPLICABLE ONLY TO CORPORATE ISSUERS The number of outstanding shares of the Issuer's common stock, no par value per share, was 63,877,703 as of November 14, 2011.

 

 

 BINGO.COM, LTD.

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED SEPTEMBER 30, 2011

 

TABLE OF CONTENTS

		PAGE
PART I - FINANCIAL INFORMATION		2
ITEM 1.	Financial Statements	2
Consolidated Balance Sheets		2
Consolidated Statements of Operations		3
Consolidated Statements of Stockholders' Equity		4
Consolidated Statements of Cash Flows		5
Notes to the Consolidated Financial Statements		6
ITEM 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	18
ITEM 4T.	Controls and Procedures.	23
PART II - OTHER INFORMATION		25
ITEM 1.	Legal Proceedings	25
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
ITEM 3.	Defaults Upon Senior Securities	25
ITEM 4.	Submission of Matters to a Vote of Security Holders	25
ITEM 5.	Other Information	25
ITEM 6.	Exhibits and reports on Form 8-K	26
SIGNATURES		28
EXHIBITS		29
CERTIFICATIONS		31
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002.		31

Page 1

 

PART I - FINANCIAL INFORMATION

ITEM 1.                      Financial Statements.

BINGO.COM, LTD. and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

As at		September 30, 2011			December 31, 2010
Assets
Current assets:
Cash	$	938,199		$	1,396,384
Accounts receivable less allowance for doubtful    accounts $150,000  (December 31, 2010 - $150,000)		162,937			57,890
Prepaid expenses		10,601			406,557
Total Current Assets		1,111,737			1,860,831
Equipment, net		16,518			26,803
Other assets		18,038			20,009
Domain name rights and intangible assets (Note 5)		2,157,241			2,157,241
Deferred tax asset, less valuation allowance of $141,394 (December 31, 2010 - $139,463) (Note 8)		-			-
Total Assets	$	3,303,534		$	4,064,884
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	22,066		$		12,251
Accrued liabilities		57,538				120,713
Accounts payable and accrued liabilities - related    party (Note 9)		11,892				4,473
Total Current Liabilities		91,496				137,437
Commitments (Note 7)
Stockholders' equity (Note 6):
Common stock, no par value, unlimited shares    authorized, 63,877,703 shares issued and outstanding    (December 31, 2010 - 63,877,703)		18,237,685				18,233,440
Accumulated deficit		(15,050,227)				(14,330,573)
Accumulated other comprehensive income:      Foreign currency translation adjustment		24,580				24,580
Total Stockholders' Equity		3,212,038				3,927,447
Total Liabilities and Stockholders' Equity	$	3,303,534		$		4,064,884

See accompanying notes to consolidated financial statements.

 

Page 2

BINGO.COM, LTD. and Subsidiaries

Consolidated Statements of Operations

For Periods Ended September 30, 2011 and 2010

(Unaudited) 

		Nine Months ended September 30, 2011		Nine Months ended September 30, 2010		Three Months ended September 30, 2011		Three Months ended September 30, 2010
Advertising revenue	$	44,875	$	80,792	$	17,929	$	14,764
Gaming revenue		982,393		1,625,128		398,803		82,745
Total revenue		1,027,268		1,705,920		416,732		97,509
Operating expenses:
Cost of producing revenue		-		1,149,738		-		-
Depreciation and amortization		6,083		32,182		1,690		6,420
Directors fees		9,000		6,000		2,500		1,500
General and administrative		209,681		294,422		50,497		70,486
Loss on disposal of equipment		9,209		31,919		-		20,753
Salaries, wages, consultants and benefits		643,568		709,668		95,641		172,757
Selling and marketing		877,399		389,308		219,578		39,309
Stock-based compensation		-		68,967		-		51,893
Total operating expenses		1,754,940		2,682,204		369,906		363,118
Income (Loss) before other income (expense) and income taxes		(727,672)		(976,284)		46,826		(265,609)
Other income (expense):
Foreign exchange gain (loss)		8,283		18,076		(32,229)		18,560
Interest and other income		2,386		2,588		560		1,542
Reversal of progressive jackpots    provision		-		193,051		-		-
Profit on the sale of subsidiaries    (Note 3)		-		177,832		-		-
Profit from sale of US players    and related assets (Note 4)		-		5,000		-		-
Income (Loss) before income taxes		(717,003)		(579,737)		15,157		(245,507)
Income tax expense (recovery)		2,651		38,553		(1)		-
Net income (loss)	$	(719,654)	$	(618,290)	$	15,158	$	(245,507)
Net income (loss) per common share, basic	$	(0.01)	$	(0.01)	$	0.00	$	(0.00)
Net income (loss) per common share, diluted	$	(0.01)	$	(0.01)	$	0.00	$	(0.00)
Weighted average common shares outstanding, basic		63,877,703		51,629,058		63,877,703		58,861,310
Weighted average common shares outstanding, diluted		63,877,703		51,629,058		63,877,703		58,861,310

See accompanying notes to consolidated financial statements.

Page 3

BINGO.COM, LTD. and Subsidiaries

Consolidated Statements of Stockholders' Equity 

For the period ended September 30, 2011

(Unaudited)

	Common stock			Accumulated Other Comprehensive income
	Shares	Amount	Accumulated Deficit		Foreign currency translation adjustment		Total Stockholders' Equity
Balance, December 31, 2010	63,877,703	$18,233,440	$(14,330,573)		$ 24,580		$3,927,447
Issuance of consultant stock    Options	-	4,245	-		-		4,245
Net loss	-	-	(719,654)		-		(719,654)
Balance, September 30, 2011	63,877,703	$ 18,237,685	$ (15,050,227)		$ 24,580		$ 3,212,038

See accompanying notes to consolidated financial statements.

Page 4

BINGO.COM, LTD. and Subsidiaries

Consolidated Statements of Cash Flows

Six Months Ended September 30, 2011 and 2010

(Unaudited)  

			2011		2010
Cash flows from operating activities:
Net loss		$	(719,654)	$	(618,290)
Adjustments to reconcile net loss to net cash    used in operating activities:
Depreciation and amortization			6,083		32,182
Loss on disposal of equipment			9,209		31,919
Stock-based compensation			-		68,967
Issuance of consultant stock option			4,245		8,489
Reversal of progressive jackpots provision			-		(193,051)
Profit on the sale of subsidiaries			-		(177,832)
Profit from the sale of US players and related assets			-		(5,000)
Changes in operating assets and liabilities:
Accounts receivable			(105,047)		(159,343)
Prepaid expenses			395,956		30,041
Other assets			1,971		24,230
Accounts payable and accrued liabilities			(45,941)		(61,901)
Provision for progressive jackpots			-		5,522
Players float			-		(97,813)
Net cash used in operating activities			(453,178)		(1,111,880)
Cash flows from investing activities:
Acquisition of equipment			(5,007)		(5,068)
Proceeds from sale of US players and related assets			-		5,000
Proceeds on disposal of equipment			-		4,417
Proceeds on the sale of subsidiaries, net of cash sold			-		236,044
Net cash (used in) provided by investing activities			(5,007)		240,393
Cash flows from financing activities:
Private placement			-		2,250,000
Net cash provided by financing activities			-		2,250,000
Change in cash			(458,185)		1,378,513
Cash, beginning of period			1,396,384		557,251
Cash, end of period		$	938,199	$	1,935,764
Supplementary information:
Interest paid		$	-	$	-
Income taxes paid		$	5,380	$	13,579
Non-cash financing activity		$	-	$	-
Non-cash investing activity		$	-	$	-
Shares issued in acquiring domain name rights (Note 5)		$	-	$	900,000

  See accompanying notes to consolidated financial statements.
 

 Page 5

BINGO.COM, LTD. and Subsidiaries

Notes to Consolidated Financial Statements

Nine Months ended September 30, 2011 and 2010

(Unaudited) 

   

1.         Basis of Presentation:

The accompanying unaudited financial statements have been prepared by Bingo.com, Ltd. ("the Company") in conformity with accounting principles generally accepted in the United States of America ("US GAAP") 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.  All adjustments are of a normal recurring nature, except as otherwise noted below.  These financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto for the year ended December 31, 2010, included in the Company's Annual Report on Form 10-K, filed March 22, 2011, with the Securities and Exchange Commission.  The results of operations for the interim periods are not necessarily indicative of the results of operations for any other interim period or for a full fiscal year.

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 until the quarter ended March 31, 2011 and showed a small profit in the second and third quarters of fiscal 2011, and has an accumulated deficit of $15,050,227 as at September 30, 2011. 

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.

 Page 6

BINGO.COM, LTD. and Subsidiaries

Notes to Consolidated Financial Statements

Nine Months ended September 30, 2011 and 2010

(Unaudited) 

   

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 and it's wholly-owned subsidiaries, English Bay Office Management Limited (registered in British Columbia, Canada), Bingo.com N.V. (registered in Curacao, Netherlands Antilles), Coral Reef Marketing Inc. (registered in Anguilla), Bingo.com (Antigua) Inc., Bingo.com (Wyoming) Inc., Bingo Acquisition Corp, the 99% owned subsidiaries, Bingo.com (UK) plc. (registered in the United Kingdom), Bingo.com Services Limited (registered in the United Kingdom) and Bingo.com Operations Limited (registered in Malta). On April 30, 2010, Bingo.com Services Limited and Bingo.com Operations Limited were sold and their accounts are included up to the date of sale of these subsidiaries (Note 3). All inter-company 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 valuation of shares issued for the purchase of the remaining Domain Name Purchase payments, the collectability 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 bonuses wagered, less commissions 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. Transaction amounts denominated in foreign currencies are translated at exchange rates prevailing at the transaction dates. Carrying values of monetary assets and liabilities are adjusted at each balance sheet date to reflect the exchange rate at that date. Non-monetary assets and liabilities are translated at the exchange rate on the original transaction date. Gains and losses from restatement of foreign currency monetary and non-monetary assets and

Page 7

BINGO.COM, LTD. and Subsidiaries

Notes to Consolidated Financial Statements

Nine Months ended September 30, 2011 and 2010

(Unaudited) 

   

2.         Summary of significant accounting policies: (Continued)

(d)    Foreign currency: (Continued)

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

During the periods presented, the only long-lived assets reported on the Company's consolidated balance sheet are equipment, other assets, and domain name rights. Long-lived assets and certain identifiable recorded intangibles are 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 exceeds 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.

(f)  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 Accounting Standards Codification (" ASC") 350, 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. During the year ended December 31, 2010, the Company purchased the remaining Domain Name payments for $900,000, payable in 6,000,000 common shares of Bingo.com, Ltd., at a value of $0.15 per share. 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 as a result of level 3 unobservable inputs in accordance with ASC 820, Fair Value Measurements and Disclosures, that the fair value of the domain name exceeded the carrying value and therefore no impairment existed for the periods presented.

 (g) New accounting pronouncements and changes in accounting policy:

In September 2009, the Financial Accounting Standards Board ("FASB") issued authoritative guidance regarding multiple-deliverable revenue arrangements.  This guidance addresses how to separate deliverables and how to measure and allocate consideration to one or more units of accounting.  Specifically, the guidance requires that consideration be allocated among multiple deliverables based on relative selling prices. The guidance establishes a selling price hierarchy of (1) vendor-specific objective evidence, (2) third-party evidence and (3) estimated selling price.  This guidance is effective for annual periods beginning after June 15, 2010 but may be early adopted as of the beginning of an annual period.  The Company has adopted this guidance and it is considered that it does not have a material impact on the Company's financial reporting

Page 8

BINGO.COM, LTD. and Subsidiaries

Notes to Consolidated Financial Statements

Nine Months ended September 30, 2011 and 2010

(Unaudited) 

   

2.         Summary of significant accounting policies: (Continued)

 (g) New accounting pronouncements and changes in accounting policy: (Continued)

and disclosures.

In April 2010, the FASB issued Accounting Standards Update ("ASU") No. 2010-13, Compensation - Stock Compensation (Topic 718), amending ASC 718. ASU No. 2010-13 clarifies that a share-based payment award with an exercise price denominated in the currency of a market in which the entity's equity securities trade should not be classified as a liability if it otherwise qualifies as equity.  ASU No. 2010-13 also improves GAAP by improving consistency in financial reporting by eliminating diversity in practice.  ASU No. 2010-13 is effective for interim and annual reporting periods beginning after December 15, 2010 (January 1, 2011 for the Company) .  The Company has adopted ASU No. 2010-09, but it does not have a material impact on the Company's financial reporting and disclosures.

In December 2010, the FASB issued ASU No. 2010-28 - When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts.  This update provides amendments to ASC Topic 350 - Intangibles, Goodwill and Other that requires an entity to perform Step 2 impairment test even if a reporting unit has zero or negative carrying amount.  The first step is to identify potential impairments by comparing the estimated fair value of a reporting unit to its carrying value, including goodwill. If the carrying value of a reporting unit exceeds the estimated fair value, a second step is performed to measure the amount of impairment, if any. The second step is to determine the implied fair value of the reporting unit's goodwill, measured in the same manner as goodwill is recognized in a business combination, and compare that amount with the carrying amount of the goodwill. If the carrying value of the reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess.  The Company has adopted ASU No. 2010-28 effective January 1, 2011. As a result of this standard, goodwill impairments may be reported sooner than under current practice.  The Company does not expect ASU No. 2010-28 to have a material impact on the consolidated financial statements.

In December 2010, the FASB issued ASU No. 2010-29, which contains updated accounting guidance to clarify the acquisition date that should be used for reporting pro forma financial information when comparative financial statements are issued. This update requires that a company should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. This update also requires disclosure of the nature and amount of material, nonrecurring pro forma adjustments. The provisions of this update, which are to be applied prospectively, are effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010, with early adoption permitted. The impact of this update on the Company's consolidated financial statements will depend on the size and nature of future business combinations and is therefore not

Page 9

BINGO.COM, LTD. and Subsidiaries

Notes to Consolidated Financial Statements

Nine Months ended September 30, 2011 and 2010

(Unaudited) 

   

2.         Summary of significant accounting policies: (Continued)

 (g) New accounting pronouncements and changes in accounting policy: (Continued)

expected to have any impact on the Company's consolidated financial statements for the period ended September 30, 2011.

In May 2011, the FASB issued ASU No. 2011-04, "Amendments to Achieve Common Fair Value Measurement and Disclosure Requirement in U.S. GAAP and International Financial Reporting Standards" ("IFRS") ("ASU 2011-04").  The amendments in ASU 2011-04 do not modify the requirements for when fair value measurements apply; rather, they generally represent clarifications on how to measure and disclose fair value under ASC 820, Fair Value Measurement.  For U.S. GAAP, most of the changes are clarifications of existing guidance or wording changes to align with IFRS 13, Fair Value Measurement.   ASU 2011-04 is effective on a prospective basis for interim and annual periods beginning after December 15, 2011, with early adoption not permitted for public entities.  In the period of adoption, a reporting entity will be required to disclose a change, if any, in valuation technique and related inputs that result from applying ASU 2011-04 and to quantify the total effect, if practicable.  The Company is currently evaluating the impact of the adoption of ASU 2011-04 on its financial position, results of operations and disclosures. Adoption of this standard is not expected to have a material impact on the financial statements.

In June 2011, the FASB issued ASU No. 2011-05, "Presentation of Comprehensive Income" ("ASU 2011-05").  The objective of this update is to improve the comparability, consistency, and transparency of financial reporting and to increase the prominence of items reported in other comprehensive income. To increase the prominence of items reported in other comprehensive income and to facilitate convergence of GAAP and IFRS. The amendments in ASU 2011-05 require entities to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. Additionally, the amendments in ASU 2011-05 require an entity to present on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statement(s) where the components of net income and the components of other comprehensive income are presented. ASU 2011-05 is effective retrospectively for interim and annual periods beginning after December 15, 2011, with early adoption permitted.  The Company is currently evaluating the impact of the adoption of ASU 2011-05 on its financial statements.

In September 2011, the FASB issued ASU No. 2011-08 " Intangibles - Goodwill and Other (Topic 350): Testing Goodwill for Impairment ," which amends existing guidance by giving an entity the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If this is the case, a more detailed two-step goodwill impairment test will need to be performed which is used to identify potential goodwill impairments and to measure the amount of goodwill impairment losses to be recognized, if any. ASU 2011-08 will be effective for annual and interim goodwill impairment

Page 10

BINGO.COM, LTD. and Subsidiaries

Notes to Consolidated Financial Statements

Nine Months ended September 30, 2011 and 2010

(Unaudited) 

   

2.         Summary of significant accounting policies: (Continued)

 (g) New accounting pronouncements and changes in accounting policy: (Continued)

tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted. The Company does not expect the adoption of ASU 2011-08 to have a material impact on the Company's financial statements.

(h)              Financial instruments:

(i)  Fair values:

The fair value of accounts receivable, accounts payable, accrued liabilities and accounts payable and accrued liabilities - related party approximate their financial statement carrying amounts due to the short-term maturities of these instruments.  Cash is carried at fair value using a level 1 fair value measurement.

In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset.  The Company's cash was measured using Level 1 inputs.

(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.

(i)    Reclassification

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

3.    Sale of subsidiaries:

Effective April 30, 2010, the Company sold Bingo.com Services Limited and Bingo.com Operations Limited in an arms length transaction for $250,000 to Emporium Romanum Ltd., a private Maltese company.

Page 11

BINGO.COM, LTD. and Subsidiaries

Notes to Consolidated Financial Statements

Nine Months ended September 30, 2011 and 2010

(Unaudited) 

   

3.    Sale of subsidiaries: (Continued)

The net assets of Bingo.com Services Limited and Bingo.com Operations Limited as at April 30, 2010 were as follows:

		April 30, 2010
Assets
Current assets:
Cash	$	13,956
Accounts receivable less allowance for doubtful accounts		22,204
Prepaid expenses		37,860
Total Current Assets		74,020
Equipment, net		94,376
Other assets		104,222
Total Assets	$	272,618
Liabilities
Current liabilities:
Accounts payable	$	37,701
Accrued liabilities		45,595
Provision for progressive jackpots		117,154
Total Current Liabilities	$	200,450
Net Assets	$	72,168
Proceeds on the sale of subsidiaries	$	250,000
Less net assets		(72,168)
Profit on the sale of subsidiaries	$	177,832

4.   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. There is no set period for repayment and it is interest free. The Company has fully provided for the outstanding amount due.  The Company will recognize the profit from the sale of these assets as and when payment is received. During the quarter ended September 30, 2011, the Company collected $nil (September 30, 2010 - $nil) in payment for these assets.

During the year ended December 31, 2010, the Company was advised that the purchaser had ceased operations and is in the process of winding up the company. Therefore the Company has determined that $658,286 will never be recovered.

Page 12

BINGO.COM, LTD. and Subsidiaries

Notes to Consolidated Financial Statements

Nine Months ended September 30, 2011 and 2010

(Unaudited) 

   

4.   Sale of US players and related assets: (Continued)

		Amount
Balance remaining December 31, 2009	$	774,550
Payments received		(5,000)
Amount deemed irrecoverable and removed from accounts receivable		(658,286)
Balance remaining December 31, 2010	$	111,264
Payments received		-
Balance remaining September 30, 2011	$	111,264

The amount has been fully provided for as part of allowance for doubtful accounts.

5.    Domain name rights and intangible asset:

The rights to use the domain name bingo.com were acquired in January of 1999 for a cash payment of $200,000 and the issuance of 500,000 shares of common stock of the Company at a value of $2.00 per share. The agreement was signed with Bingo, Inc., an unrelated party at the date of signing of the agreement. Under the terms of the agreement, the Company is required to make quarterly domain name purchase payments to the vendor based on 4% of annual gross revenue (as defined in the agreement), with total minimum payments of $1,100,000 in the first three years, including the initial cash payment, required over the 99 year period ending 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, 2010, the Company purchased the remaining Domain Name payments for $900,000, with the issuance of 6,000,000 common shares of the Company, at a value of $0.15 per share. During the quarter ended September 30, 2011, expense payments of $nil (September 30, 2010 - $1,862) 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 ASC 350, Intangibles - Goodwill and Others, where companies are no longer permitted to amortize indefinite life intangible assets.

September 30, 2011		Cost		Accumulated amortization		Net book Value
Domain name rights	$	2,834,500	$	677,259	$	2,157,241

 

December 31, 2010		Cost		Accumulated amortization		Net book Value
Domain name rights	$	2,834,500	$	677,259	$	2,157,241

Page 13

BINGO.COM, LTD. and Subsidiaries

Notes to Consolidated Financial Statements

Nine Months ended September 30, 2011 and 2010

(Unaudited) 

   

6.    Stockholder's Equity:

During the quarter ended September 30, 2011, the Company recorded stock based compensation expense of $nil (September 30, 2010 - $51,893) but did recognize $nil (September 30, 2010 - $2,830) in consulting fees on options vested.

No options were granted or exercised during the period ended September 30, 2011.

During the quarter ended June 30, 2011, 244,692 options expired unexercised.

7.   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 operating lease agreements. The Canadian operating lease expires on April 30, 2014. The Anguillan operating lease expired on April 1, 2011 but unless 3 month's notice is given it automatically renews for a future 3 months until notice is given. 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:

2011	$	9,143
2012		17,945
2013		17,945

The Company paid rent expense totaling $18,086 for the quarter ended September 30, 2011 (September 30, 2010 - $31,860). 

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 to the Company by Mr. Williams. The agreement was amended during the year ended December 31, 2010 to include a consultancy payment of $11,666 per month payable in arrears. This contract is for the provision of services by Mr. Williams as Executive Chairman of the Company.

8.    Income Taxes:

Bingo.com, Ltd. is domiciled in the tax-free jurisdiction of Anguilla, British West Indies. However certain of the Company's subsidiaries incur income taxation.

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at September 30, 2011, and December 31, 2010, are presented below:

		September 30, 2011		December 31, 2010
Deferred tax assets:
Net operating loss carry forwards	$	141,394	$	139,463
Valuation Allowance		(141,394)		(139,463)
	$	-	$	-

 

Page 14

BINGO.COM, LTD. and Subsidiaries

Notes to Consolidated Financial Statements

Nine Months ended September 30, 2011 and 2010

(Unaudited) 

   

8.    Income Taxes: (Continued)

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. 

9.    Related Party Transactions:

The Company has a liability of $nil (December 31, 2010 - $3,860), to a company owned by a current director and officer of the Company for payment of services rendered and expenses incurred by the current director and officer of the Company.

The Company has a liability of $2,392 (December 31, 2010 - $113), 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 $nil during the quarter ended September 30, 2011 (September 30, 2010 - $1,862). During the year ended December 31, 2010, the Company acquired the remaining Domain Name Purchase payments for 6,000,000 common shares at a value of $0.15 per share for a total value of $900,000.

The Company has a liability of $9,500 (December 31, 2010 - $500), to independent directors of the Company for payment of services rendered.

The related party transactions are in the normal course of operations and were measured at the exchange amount, which is the amount of consideration established and agreed to by the related party.

10. Segmented information:

Revenue

The Company operates in one reportable business segment, the business of marketing 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 quarter ended September 30 , 2011 and 2010, has been derived primarily from the revenue generated from the deposits received for the games for money.

Page 15

BINGO.COM, LTD. and Subsidiaries

Notes to Consolidated Financial Statements

Nine Months ended September 30, 2011 and 2010

(Unaudited) 

   

10. Segmented information:  (Continued)

The Company had the following revenue by geographical region.

		Nine Months ended September 30, 2011		Nine Months ended September 30, 2010		Three Months ended September 30, 2011		Three Months ended September 30, 2010
Gaming revenue
Western Europe	$	171,226	$	1,419,136	$	61,468	$	40,776
Central, Eastern and Southern Europe		26,912		50,726		6,100		4,527
Nodics		770,612		114,479		325,547		28,745
Other		13,643		40,787		5,688		8,697
Total gaming revenue	$	982,393	$	1,625,128	$	398,803	$	82,745
Advertising revenue
Nodics	$	6,896	$	1,353	$	4,680	$	857
Other		37,979		79,439		13,249		13,907
Total advertising revenue	$	44,875	$	80,792	$	17,929	$	14,764
Total revenue
Western Europe	$	171,226	$	1,419,136	$	61,468	$	40,776
Central, Eastern and Southern Europe		26,912		50,726		6,100		4,527
Nodics		777,508		115,832		330,227		29,602
Other		51,622		120,226		18,937		22,604
Total revenue	$	1,027,268	$	1,705,920	$	416,732	$	97,509

Equipment

The Company's equipment is located as follows:

Net Book Value		September 30, 2011		December 31, 2010
Anguilla	$	1,472	$	1,963
Canada		9,258		17,012
United Kingdom		1,908		2,544
United States of America		3,880		5,284
	$	16,518	$	26,803

Page 16

BINGO.COM, LTD. and Subsidiaries

Notes to Consolidated Financial Statements

Nine Months ended September 30, 2011 and 2010

(Unaudited) 

   

11.       Concentrations:

Major customers

For the quarter ended September 30, 2011, there was no single player on the gaming site who had wagered more than 10% of the total gaming revenue.

In accordance with the Unibet Partner Program, Unibet is required to process all the payments to the website www.bingo.com. They collect all the deposits and process withdrawal requests by our players. Any revenue (i.e. wagers less winnings) that is collected by them is paid across to us after they have deducted their commission.

Therefore the Company is reliant on Unibet to provide contracted services pursuant to its Partner Program. These services include the supply and operation of the games (i.e. Bingo and Slots); the development and maintenance of the website, customer support to our players playing on our website www.bingo.com, processing all deposits and collection of those funds and processing all withdrawal requests. The Company has a receivable from Unibet of $150,048 as at September 30, 2011 (December 31, 2010 - $34,857). The significant increase in this receivable compared to September 30, 2010, is due to the increase in revenue by the Company.

During the quarters ended September 30, 2011 and 2010, the Company offered limited advertising. Therefore there were no advertising sales representing more than 10% of the total sales.

12.  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 September 30, 2011, the Company had total cash balances of $938,199 (December 31, 2010 - $1,396,384) at financial institutions, where $537,575 (December 31, 2010 - $771,396) is in excess of federally insured limits. The Company has concentrations of credit risk with respect to accounts receivable, as large amounts of its accounts receivable are concentrated geographically in the United Kingdom amongst a small number of customers.

As of September 30, 2011, the Company had one customer totaling $150,048, who accounted for total accounts receivable greater than 10%. As of December 31, 2010, the Company had two customers, totaling $34,857 and $16,073 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 support accounts receivable.

Page 17

 ITEM 2.        Management's Discussion and Analysis of Financial Condition and Results of Operations

The following Management's Discussion and Analysis or Plan of Operation contains forward-looking statements that involve risks and uncertainties, as described below.  Bingo.com, Ltd.'s (the "Company", "we", or "us") actual results could differ materially from those anticipated in these forward-looking statements.  The following discussion should be read in conjunction with the unaudited interim consolidated financial statements and notes thereto included in Part I - Item 1 of this Quarterly Report, and the audited consolidated financial statements and notes thereto and the Management Discussion and Analysis or plan of Operations included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2010.

FORWARD LOOKING STATEMENTS

All statements contained in this Quarterly Report on Form 10-Q and the documents incorporated herein by reference, as well as statements made in press releases and oral statements that may be made by us or by officers, directors or employees acting on our behalf, that are not statements of historical fact constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause our actual results to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. Readers should consider statements that include the terms "believe," "belief," "expect," "plan," "anticipate," "intend" or the like to be uncertain and forward-looking. In addition, all statements, trends, analyses and other information contained in this report relative to trends in net sales, gross margin, anticipated expense levels and liquidity and capital resources, constitute forward-looking statements. Particular attention should be paid to the facts of our limited operating history, the unpredictability of our future revenues, our need for and the availability of capital resources, the evolving nature of our business model, and the risks associated with systems development, management of growth and business expansion.  Except as required by law, we undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise. All cautionary statements made herein should be read as being applicable to all forward-looking statements wherever they appear.  Readers should consider the risks more fully described in our Annual Report on Form 10-K for the year ended December 31, 2010, filed with the Securities and Exchange Commission (the "SEC") and should not place undue reliance on any forward-looking statements.

Page 18

OVERVIEW

Bingo.com, Ltd. (the "Company") is in the business of owning and marketing a bingo based entertainment website that provides a variety of Internet games plus other forms of entertainment, including an online community, chat rooms, and more. Located at www.bingo.com, the Company has built one of the leading bingo portals on the Internet. The Bingo.com website has attracted millions of visitors from over 200 countries. The level of Internet traffic that arrives at Bingo.com has a direct impact on our revenues as, generally, the greater the Internet traffic, the greater the amount of gaming or advertising revenue received.

The Company generates its main source of revenue from players who deposit funds into their Bingo.com accounts and play games for money.  An additional source of revenue comes from selling advertising on the website to other companies who wish to advertise their products to our user demographic.  The Company obtained a gaming license and commenced gambling operations from Curacao, Netherlands Antilles in May 2005. The Company was granted an additional license by the Lotteries and Gaming Authority of Malta, and commenced operating under this Maltese license in March 2009.

During the year ended December 31, 2010, Bingo.com joined the Unibet International Limited ("Unibet") Partner Program as a network operator of their multi-language and multi-currency bingo and casino system.  The Unibet Partner Program provides a turnkey solution to Bingo.com which includes gambling licenses, multi-language customer support, financial processing capabilities, website technology, bingo games, soft games, casino games and many other services required to operate an online gambling business.  Bingo.com players continue to play on the website www.bingo.com but now participate in rooms shared across the entire Unibet Partner program alongside players from Mariabingo.com, Bingo.se, and other white label partner sites. These combined games increase the gaming liquidity and create one of the largest and most international online gaming systems in operation.

Unibet is paid a commission based on a fixed percentage of the gaming revenues generated on the Bingo.com website.  This agreement will be for a minimum of 2 years and will automatically extend for a further year unless written notice is given. Unibet will own, create and run the service offered and it will be the Company's responsibility to drive traffic to the website.  Bingo.com continues to own the player data contained within the database of players that register at www.bingo.com.

In addition, as a member of the Partner Program, Bingo.com is no longer required to secure or maintain any online gambling licenses of its own as the Company is permitted to offer Internet gambling products to its players pursuant to Unibet's licenses in relevant jurisdictions.

Since joining the Unibet Partner Program, we embarked on a cost focused restructure of the Bingo.com organization which has included a significant staff downsizing, the termination of hosting and other operational contracts, the sale of computer hardware, a reduction in office space, the release of both our Maltese and Curacao gaming licenses, and much more.  The Bingo.com restructuring program was completed in the quarter ending June 30, 2011.  The remaining costs of Bingo.com are now focused behind the marketing function of the organization as we attempt to establish the Bingo.com brand in the new markets in which we now operate to generate increasing amounts of targeted Internet traffic to www.bingo.com and to build a large base of valuable customers.  We intend to expand our business, leveraging the many different languages and currencies supported by Unibet's system, by launching targeted marketing campaigns in jurisdictions which we expect will be most responsive to Bingo.com's online offering.

The Bingo.com 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. The website is divided into two main sections: (1) the main section is accessible to players from countries where the Company offers its pay-to-play games; and, (2) the second section is focused on a free-to-play offering for the remaining countries.  Depending on the pay-to-play or free-to-play section of

Page 19

the website, the Company provides online entertainment content to players consisting of multiplayer bingo games, video poker, casino games and slot machines.

Gaming revenue from the Bingo.com website accounted for approximately 96% of our revenue for the quarter ended September 30, 2011.

We have made a significant investment in the development of our website, the purchase of our domain name, branding, marketing, and operations.  As a result we have incurred significant losses since inception, and as of September 30, 2011, had an accumulated deficit of $15,050,227.

CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which except for lack of all detailed note disclosures, have been prepared in conformity with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management evaluates these judgments and estimates, including whether there are any uncertainties as to compliance with the revenue recognition criteria described below, and recoverability of long-lived assets, as well as the assessment as to whether there are contingent assets and liabilities that should be recognized or disclosed for the consolidated financial statements to fairly present the information required to be set forth therein. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We consider the following accounting policies to be both those most important to the portrayal of our financial condition and require the most subjective judgment:

- Revenue recognition; 

- Impairment of long-lived assets and long-lived assets to be disposed of;

Revenue recognition:

The Company generates the majority of its revenue from gaming revenue. Gaming revenues have been recognized on the basis of total dollars wagered, including bonus wagered, less commissions 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.

Impairment of long-lived assets and long-lived assets to be disposed of:

Management evaluates long-lived assets for impairment in accordance with the provisions of ASC 360 Property, Plant and Equipment and ASC 350, Intangibles-Goodwill and Others.  These assets comprise mainly property and equipment, other assets and the bingo.com domain name. The impairment review is performed by management, whenever events and circumstances indicate that the assets may be impaired. In performing this review, we estimate the future net cash flows from the assets and compare this amount to the carrying value. If this review indicates the carrying value may not be recoverable, impairment losses are measured and recognized based on the difference between the estimated discounted cash flows over the remaining life of the assets and the assets' carrying value. Changes in our future net cash flow estimates may impact our assessment as to whether a particular long-lived asset has been impaired. 

Page 20

RESULTS OF OPERATIONS

            Revenue

Total revenue for the quarter ended September 30, 2011, was $416,732, an increase of 327% from revenue of $97,509 for third quarter of 2010 and an increase of 15% from revenue of $363,492 in the second quarter of 2011. Gaming Revenue was $398,803, an increase of 382% in the quarter ended September 30, 2011, compared to Gaming Revenue of $82,745 in the third quarter of 2010 and a 13% increase from revenue of $352,413 in the second quarter of 2011. This increase compared to the third quarter of fiscal 2010 and the second quarter of 2011, is due to increased marketing efforts. We earned advertising revenue of $17,929 in the quarter ended September 30, 2011, an increase of 21% from advertising revenue of $14,764 in the third quarter of 2010 and an increase of 62% from advertising revenue of $11,079 in the second quarter of 2011.

Cost of producing revenue

Prior to the migration of our players to Unibet's Partner Program, the cost of revenue consisted of bonuses granted on deposits made by players, the cost of hosting the website, payment processing fees in relation to deposits from and withdrawals to our players, software license fees, gaming taxation and the domain name purchase payments. These costs of producing revenue, except for the domain name purchase payments which were acquired by the Company during the year ended December 31, 2010, have now been assumed by Unibet International Limited as part of the services provided by them in exchange for a commission on net revenue.

            Selling and marketing expenses

Selling and marketing expenses were $219,578 for the quarter ended September 30, 2011, an increase over expenses of $39,309 in the third quarter of 2010 and an increase of 36% from expenses of $161,142 in the second quarter of 2011. Selling and marketing expenses principally include Bingo.com marketing campaigns, affiliate commissions, search engine optimization, and other promotional expenses intended to increase our subscriber base and improve gaming revenue. The increase in selling and marketing expenses for the quarter ended September 30, 2011, compared to the third quarter of 2010 and the second quarter of 2011, is due is due to continued marketing efforts in target jurisdictions.

We expect to continue to incur selling and marketing expenses to increase traffic and, consequently, gaming activity on www.bingo.com. There can be no assurances that these expenditures will result in increased traffic or significant additional revenue.

            General and administrative expenses

General and administrative expenses consist primarily of premises costs for our office, legal and professional fees, and other general corporate and office expenses. General and administrative expenses decreased to $50,497 for the third quarter of 2011, a decrease of 28% from costs of $70,486 for the third quarter of 2010 and a decrease of 40% from costs of $83,754 in the second quarter of 2011. General and administrative expenses have decreased in comparison to the prior year due to the migration to the Unibet's Partner Program whereby we have reduced many of our costs, especially the development of the bingo.com website. The increase in general and administrative expenses compared to the second quarter of fiscal 2011, is due to the expenses incurred in holding the 2011 Annual General Meeting in June 2011 and the reduction in office space.

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

Page 21

Salaries, wages, consultants and benefits

Salaries, wages, consultants and benefits decreased to $95,641 for the quarter ended September 30, 2011, compared to salaries, wages, consultants and benefits of $172,757 in the third quarter of 2010 and a decrease over salaries, wages, consultants and benefits of $104,399 in the second quarter of 2011. The majority of the Company's salaries, wages, consultants and benefits are incurred in Canadian Dollars. This decrease compared to the third quarter of 2010, is due to the severance to certain members of our staff in the first quarter of 2011.

Depreciation and amortization

Equipment is depreciated using the declining balance method over the useful lives of the assets, ranging from three to five years. Depreciation and amortization decreased to $1,690 during the quarter ended September 30, 2011, a decrease over costs of $6,420 during the same quarter in the prior year and a decrease from costs of $1,743 in the second quarter of 2011. This decrease in depreciation and amortization is due to the aging of the Company's equipment and the disposal of obsolete equipment.

Stock based Compensation

During the year ended December 31, 2006, the Company adopted ASC 718, Compensation-Stock Compensation, which requires us to expense stock options granted. Stock based compensation decreased to $nil during the quarter ended September 30, 2011, a decrease over stock based compensation of $51,893 during the same quarter in the prior year and no change from stock based compensation of $nil in the second quarter of 2011. This decrease in stock based compensation during the quarter ended September 30, 2011, is due to the amendment to all outstanding unvested options, to amend them to vest immediately during the third quarter of fiscal 2010.

            Net income (loss) and income (loss) per share

Net income for the three months ended September 30, 2011, amounted to $15,158, an income of $0.00 per share, as opposed to a net loss of $245,507, a loss of $0.00 per share for the same period in 2010 and as opposed to a net income of $8,520 or income of $0.00 per share in the second quarter of 2011. The switch to a profit for the quarter ended September 30, 2011, compared to net losses in the third quarter of 2010, is due to the increase in revenue as a result of the television marketing and a reduction in operating costs.

LIQUIDITY AND CAPITAL RESOURCES

We had cash of $938,199 and positive working capital of $1,020,241 at September 30, 2011.  This compares to cash of $1,396,384 and positive working capital of $1,723,394 at December 31, 2010.

During the quarter ended September 30, 2011, we provided cash of $51,771 from operating activities and used cash in operating activities of $453,178 for the nine months ended September 30, 2011. This compares to using cash from operating activities of $293,370 in third quarter of 2010 and using cash from operating activities of $1,111,880 for the nine months ended September 30, 2010 and compared to providing cash of $47,542 in the second quarter of 2011.

Our future capital requirements will depend on a number of factors, including costs associated with the marketing of our Web portal, the success and acceptance of our gaming operations.

Page 22

ITEM 4T.       Controls and Procedures

(a)        Evaluation of disclosure controls and procedures.

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company carried out an evaluation under the supervision and with the participation of the Company's management, including the President and Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the Company's disclosure controls and procedures as of September 30, 2011. In designing and evaluating the Company's disclosure controls and procedures, the Company and its management recognize that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives. Additionally, in evaluating and implementing possible controls and procedures, the Company's management was required to apply its reasonable judgment. Furthermore, in the course of this evaluation, management considered certain internal control areas, in which we have made and are continuing to make changes to improve and enhance controls. Based upon the required evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that as of September 30, 2011, the Company's disclosure controls and procedures were effective (at the "reasonable assurance" level mentioned above) to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.

From time-to-time, the Company and its management have conducted and will continue to conduct further reviews and, from time to time put in place additional documentation, of the Company's disclosure controls and procedures, as well as its internal control over financial reporting. The Company may from time to time make changes aimed at enhancing their effectiveness, as well as changes aimed at ensuring that the Company's systems evolve with, and meet the needs of, the Company's business. These changes may include changes necessary or desirable to address recommendations of the Company's management, its counsel and/or its independent auditors, including any recommendations of its independent auditors arising out of their audits and reviews of the Company's financial statements. These changes may include changes to the Company's own systems, as well as to the systems of businesses that the Company has acquired or that the Company may acquire in the future and will, if made, be intended to enhance the effectiveness of the Company's controls and procedures. The Company is also continually striving to improve its management and operational efficiency and the Company expects that its efforts in that regard will from time to time directly or indirectly affect the Company's disclosure controls and procedures, as well as the Company's internal control over financial reporting.

(b)        Changes in internal controls.

There were no significant changes in the Company's internal controls or other factors that could significantly affect the Company's internal controls subsequent to the date of their evaluation.

Page 23

PART II - OTHER INFORMATION

ITEM 1.          Legal Proceedings

We are not currently a party to any legal proceeding, and was not a party to any other legal proceeding during the quarter ended September 30, 2011. We are currently not aware of any other legal proceedings proposed to be initiated against the Company. However, from time to time, we may become subject to claims and litigation generally associated with any business venture.

ITEM 2.          Unregistered Sales of Equity Securities and Use of Proceeds

There were no sales of equity securities during the quarter ended September 30, 2011.

ITEM 3.          Defaults Upon Senior Securities

Not applicable.

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

Not applicable.

ITEM 5.          Other Information

The Company did not enter any new reportable agreements during the quarter ended September 30, 2011.

During the quarter ended June 30, 2011, the company entered management agreements with its executive officers and certain staff. Mr. T. M. Williams stepped down as President and CEO of the Company, and continues as Executive Chairman.  Mr. J. M. Williams was appointed President and CEO.  Mr. H. Bromley will continue in his role as CFO for the Company under a consulting agreement. Mr. C. M. Devereux will continue to stand on the board of directors but will no longer have an active day to day role in the Company.

During the quarter ended June 30, 2011, the Company entered into a new lease agreement for the Canadian office space. The lease expires April 30, 2014.

Page 24

ITEM 6.          Exhibits and reports on Form 8-K

Exhibits

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

Exhibit Number	Description
4.4	Convertible Debenture between the Company and unrelated parties dated July 2, 2002. (b)
4.5	Common Stock Purchase Warrant between the Company and unrelated parties dated July 2, 2002. (b)
10.2	Asset Purchase Agreement by and between Bingo, Inc. and Progressive Lumber, Corp. dated January 18, 1999. (a)
10.24	Amended Consulting Agreement dated February 28, 2002, between the Company, T.M. Williams (Row), Ltd., and T.M. Williams. (c)
10.29	Amendment of Asset Purchase Agreement dated July 1, 2002. (d)
10.32	Code of Business Conduct and Ethics dated December 22, 2006. (e)
10.33	Amended Consulting Agreement dated June 16, 2010, between the Company, T.M. Williams (Row), Ltd., and T.M. Williams. (f)
10.35	Consulting agreement dated April 1, 2011, between the Company and H. W. Bromley (g)
31.1	Certificate of Chief Executive Officer pursuant to the Securities Exchange Act Rules 13a-15(e) and 15d -15(e) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated November 14, 2011 .
31.2	Certificate of Chief Financial Officer pursuant to the Securities Exchange Act Rules 13a-15(e) and 15d -15(e) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated November 14, 2011 .
32.1	Certification from the Chief Executive Officer of Bingo.com, Ltd. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated November 14, 2011 .
32.2	Certification from the Chief Financial Officer of Bingo.com, Ltd. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated November 14, 2011 .

(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 September 30, 2002, on November 14, 2002.

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

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

(e) Previously filed with the Company's report on Form 8-K on December 26, 2006.

(f) Previously filed with the Company's report on Form 8-K on June 17, 2010.

(g) Filed with the Company's report on Form 10-Q on May 12, 2011

Page 25

Reports on Form 8-K.

There were no Form 8-K filed during the quarter ended September 30, 2011.

Reports Subsequent to the quarter ended September 30, 2011.

None

Page 26

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date:	November 14, 2011		BINGO.COM, LTD.
			(Registrant)
Date:	November 14, 2011		/S/ J.M. Williams
			J. M. Williams, Chief Executive Officer, and President (Principal Executive Officer)
Date:	November 14, 2011		/S/ H. W. Bromley
			H.W. Bromley, Chief Financial Officer (Principal Accounting Officer)

Page 27

EXHIBIT 31.1

CERTIFICATIONS

I, J. M. Williams, certify that:

1.   I have reviewed this quarterly report on Form 10-Q 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 quarterly 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 September 30, 2011, covered by this quarterly 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/ J. M. Williams                                                         Date: November 14, 2011

J. M. Williams,

Chief Executive Officer and President

(Principal Executive Officer)

Page 28

EXHIBIT 31.2

CERTIFICATIONS

I, H. W. Bromley, certify that:

1.   I have reviewed this quarterly report on Form 10-Q 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 quarterly 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 September 30, 2011, covered by this quarterly 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: November 14, 2011

H.W. Bromley,

Chief Financial Officer

(Principal Accounting Officer)

Page 29

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 Quarterly Report of Bingo.com, Ltd. (the "Company") on Form 10-Q for the period ended September 30 , 2011 , as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, J. 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/ J.M. Williams         

                                                            J. M. Williams

                                                            President and Chief Executive Officer

                                                                        November 14, 2011

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.

Page 30

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 Quarterly Report of Bingo.com, Ltd. (the "Company") on Form 10-Q for the period ended September 30, 2011 , 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

                                                                        November 14, 2011

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.

Page 31