UNITED 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 June 30, 2010

[    ]      [    ]     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)

National Bank of Anguilla Corporate Building, 1^St Floor

St Mary's Road, TV1 02P

The Valley, Anguilla, B.W.I

(Address of principal executive offices) 

(264) 461-2646

(Issuer's telephone number)

 BINGO.COM, LTD.

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED JUNE 30, 2010

TABLE OF CONTENTS

Page 1

PART I - FINANCIAL INFORMATION

ITEM 1.                      Financial Statements.

BINGO.COM, LTD. and Subsidiaries

Consolidated Balance Sheets

See accompanying notes to consolidated financial statements.

 Page 2

BINGO.COM, LTD. and Subsidiaries

Consolidated Statements of Operations

For Periods Ended June 30, 2010 and 2009

(Unaudited)

See accompanying notes to consolidated financial statements.

Page 3

BINGO.COM, LTD. and Subsidiaries

Consolidated Statements of Stockholders' Equity 

For the period ended June 30, 2010

(Unaudited)

See accompanying notes to consolidated financial statements.

Page 4

BINGO.COM, LTD. and Subsidiaries

Consolidated Statements of Cash Flows

Six Months Ended June 30, 2010 and 2009

(Unaudited)

See accompanying notes to consolidated financial statements.

 Page 5

BINGO.COM, LTD. and Subsidiaries

Notes to Consolidated Financial Statements

Six months ended June 30, 2010 and 2009

(Unaudited) 

1.         Basis of Presentation:

The accompanying unaudited financial statements have been prepared by the Company in conformity with accounting principles generally accepted in the United States of America 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 Bingo.com, Ltd.'s (the "Company") audited consolidated financial statements and notes thereto for the year ended December 31, 2009, included in the Company's Annual Report on Form 10-K, filed March 31, 2010, 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 for the quarter ended June 30, 2010 and 2009, and has an accumulated deficit of $13,824,384 as at June 30, 2010. 

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

Six months ended June 30, 2010 and 2009

(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'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, Bingo.com Services Limited (registered in the United Kingdom) and the 99% owned subsidiaries, Bingo.com (UK) plc. (registered in the United Kingdom) and Bingo.com Operations Limited (registered in Malta). Bingo.com Services Limited and Bingo.com Operations Limited accounts are included up to the date of sale of these subsidiaries (Note 3). All material 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 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 ASC 830, Foreign Currency Matters. 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.

 Page 7

BINGO.COM, LTD. and Subsidiaries

Notes to Consolidated Financial Statements

Six months ended June 30, 2010 and 2009

(Unaudited) 

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) 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 ASC 360, Property, Plant and Equipment (previously SFAS No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets") and ASC 350, Intangibles-Goodwill and Others (previously SFAS No. 142 "Accounting for Goodwill and Other Intangible Assets"). During the years presented, the only long-lived assets reported on the Company's consolidated balance sheet are equipment, 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 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) New accounting pronouncements:

In September 2009, the 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 is currently evaluating the effect that this guidance will have on consolidated financial position and results of operations.

In January 2010, the FASB issued ASU 2010-06, "Improving Disclosures about Fair Value Measurements," which amends ASC 820, "Fair Value Measures and Disclosures." ASU 2010-06 requires disclosure of transfers into and out of Level 1 and Level 2 fair value measurements, and also requires more detailed disclosure about the activity within Level 3 fair value measurements. The changes to the ASC as a result of this update are effective for annual and interim reporting periods beginning after December 15, 2009 (January 1, 2010 for the Company), except for requirements related to Level 3 disclosures, which are effective for annual and interim reporting periods beginning after December 15, 2010 (January 1, 2011 for the Company). This guidance requires new disclosures only, and will have no impact on our consolidated financial statements.

 Page 8

BINGO.COM, LTD. and Subsidiaries

Notes to Consolidated Financial Statements

Six months ended June 30, 2010 and 2009

(Unaudited) 

2.   Summary of significant accounting policies (Continued):

(f)  New accounting pronouncements: (Continued)

In February 2010, the FASB issued ASU 2010-09, "Subsequent Events (Topic 855)." This update provides amendments to Subtopic 855-10-50-4 and related guidance within U.S. GAAP to clarify that an SEC registrant is not required to disclose the date through which subsequent events have been evaluated. This change alleviates potential conflicts between Subtopic 855-10 and the SEC's requirements. The Company has adopted this standard and will have no impact on our consolidated financial statements.

In July 2010, the FASB issued an Accounting Standards Update No. 2010-20, Receivables, Disclosure about the Credit Quality of Financing Receivables and Allowances for Credit Losses. The standard requires additional disclosure related to the credit quality of financing receivables, troubled debt restructurings and significant purchases or sales of financing receivables during the period. The standard requires that these disclosures and existing disclosures be presented on a disaggregated basis, similar to the manner that the entity uses to evaluate its credit losses. Disclosures of information as of the end of a reporting period are effective for interim and annual periods ending after December 15, 2010 (January 1, 2011 for the Company) and disclosures of activity that occurred during a reporting period are effective for interim and annual periods beginning after December 15, 2010. The Company is currently evaluating the impact of the standard on its disclosures.

In April 2010, the FASB issued ASU 2010-13, Compensation - Stock Compensation (Topic 718), amending ASC 718. ASU 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 2010-13 also improves GAAP by improving consistency in financial reporting by eliminating diversity in practice.  ASU 2010-13 is effective for interim and annual reporting periods beginning after December 15, 2010 (January 1, 2011 for the Company).  The Company is currently evaluating the impact of ASU 2010-09, but does not expect its adoption to have a material impact on the Company's financial reporting and disclosures.

(g)   Financial instruments:

(i)  Fair values:

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

In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets. 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 included situations where there is little, if any, market activity for the asset.  The Company's cash was measured using Level 1 inputs.

 Page 9

BINGO.COM, LTD. and Subsidiaries

Notes to Consolidated Financial Statements

Six months ended June 30, 2010 and 2009

(Unaudited) 

2.   Summary of significant accounting policies (Continued):

(g)   Financial instruments: (Continued)

 (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.

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. Due to the migrating onto the Unibet International Limited white label platform and the Company's transition from providing active gaming operations to that of a marketing-focused entity, these subsidiaries and the assets contained therein no longer served a useful purpose to the Company.

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

 Page 10

BINGO.COM, LTD. and Subsidiaries

Notes to Consolidated Financial Statements

Six months ended June 30, 2010 and 2009

(Unaudited) 

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 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 June 30, 2010, the Company collected $0 (2009 - $20,000) in payment for these assets.

5.    Stockholder's Equity:

During the quarter ended June 30, 2010, Bingo.com, Ltd. completed a private placement offering with Unibet Group plc of 15 million shares at $0.15 per share.  Total proceeds of the offering were $2,250,000.

During the quarter ended March 31, 2010, Bingo.com, Ltd. issued 1,360,000 shares for $0.15 per share pursuant to a private placement, whose proceeds of $204,000 were received in the fourth quarter of fiscal 2009.

Stock based compensation expense of $7,768 (June 30, 2009 - $15,057) was due to the vesting of options during the quarter. No options were granted or exercised during the period.

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:

During the quarter ended June 30, 2010, 610,000 options expired unexercised. During the quarter ended March 31, 2010, 491,250 options expired unexercised. Subsequent to the quarter ended June 30, 2010, 610,000 options expired unexercised.

 Page 11

BINGO.COM, LTD. and Subsidiaries

Notes to Consolidated Financial Statements

Six months ended June 30, 2010 and 2009

(Unaudited) 

6.   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 agreement expires on September 30, 2010. The Anguillian operating lease expires on September 30, 2010. 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 days notice period.

Minimum lease payments under these operating leases are approximately as follows:

The Company paid rent expense totaling $29,717 for the quarter ended June 30, 2010 (June 30, 2009 - $23,233). 

Effective August 1, 2010, the Company's management consulting agreement with T.M. Williams (Row), Ltd., an Anguilla incorporated company and Mr. Williams dated August 20, 2001, (the "Williams Agreement"), amended February 28, 2002, is amended to a consultancy payment of US$11,666 per month payable in arrears.  This contract is for the provision of services by Mr. Williams as President and Chief Executive Officer of the Company.

7.    Income Taxes:

Bingo.com, Ltd. is domiciled in the tax-free jurisdiction of Anguilla, British West Indies. However certain of the Company's subsidiaries, especially the sold subsidiary Bingo.com Operations Limited, incur income taxation. The Company has provided $13,497 during the quarter ended June 30, 2010, for income tax (December 31, 2009 - $15,154)

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at June 30, 2010, and December 31, 2009, are presented below:

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. 

 Page 12

BINGO.COM, LTD. and Subsidiaries

Notes to Consolidated Financial Statements

Six months ended June 30, 2010 and 2009

(Unaudited) 

8.    Related Party Transactions:

The Company has a liability of $11,666 (December 31, 2009 - $2,897), 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 $265 (December 31, 2009 - $1,616), 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 $14,838 during the quarter ended June 30, 2010 (Quarter ended June 30, 2009 - $61,317). As at June 30, 2010, the Company has a liability of $14,838 (December 31, 2009 - $61,805) to Bingo, Inc.

The Company has a liability of $6,000 (December 31, 2009 - $3,000), 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.

9.    Segmented information:

Revenue

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 quarter ended June 30, 2010 and 2009, 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:

10.       Concentrations:

            Major customers

For the quarter ended June 30, 2010, 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 Unibet International Limited ("Unibet") for the white label platform. The Company has a receivable from Unibet of $47,530 as at June 30, 2010 (December 31, 2009 - $nil).

During the quarter ended June 30, 2010 and 2009, the Company offered limited advertising. Therefore there were no advertising sales representing more than 10% of the total sales.

 Page 13

BINGO.COM, LTD. and Subsidiaries

Notes to Consolidated Financial Statements

Six months ended June 30, 2010 and 2009

(Unaudited) 

11.  Concentrations of Credit Risk:

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

The Company currently maintains a substantial portion of its day-to-day operating cash balances at financial institutions. At June 30, 2010, the Company had total cash balances of $2,227,660 (December 31, 2010 - $557,251) at financial institutions, where $1,493,405 (December 31, 2009 - $91,023) is in excess of federally insured limit.

The Company has concentrations of credit risk with respect to accounts receivable, as large amounts of its accounts receivable are concentrated geographically in Curacao and the United Kingdom amongst a small number of customers.

As of June 30, 2010, two customers totaling $47,530 and $37,418, who accounted for total accounts receivable greater than 10%. As of December 31, 2009, the Company had four customers, totaling $11,136, $5,951, $4,805 and $4,629 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 14

 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, 2009.

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, 2009, filed with the Securities and Exchange Commission (the "SEC") and should not place undue reliance on any forward-looking statements.

 Page 15

OVERVIEW

Bingo.com, Ltd. (the "Company") is in the business of owning and marketing 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, 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 1,975,000 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. The Company was granted a license by the Lotteries and Gaming Authority of Malta, and commenced operating under this Maltese license in March 2009. This license enabled us to advertise in the United Kingdom. During the quarter ended June 30, 2010, we migrated to the Unibet International Limited ("Unibet") partner program as a network operator of their multi-language and multi-currency bingo and casino systems. Our players now play pursuant to Unibet's licences in the relevant jurisdictions. Bingo.com players will be combined with the gaming liquidity on Unibet's popular Mariabingo.com and Bingo.se websites to create one of the largest and most international online bingo systems in operation.

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. The bingo.com 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 focused on a free-to-play offering for the remaining countries.  Depending on the pay-to-play or free-to-play section of the website, the Company provides online entertainment content to players consisting of multiplayer bingo games, video poker, casino games and slot machines.  We also offer all our players other forms of entertainment such as chat rooms and member profiles.

We intend to build the existing business by marketing to many different languages and currencies that we expect will hold existing subscribers as well as attract new subscribers and allow us to generate more revenue.

We have made a significant investment in the development of our website, purchase of domain name, branding, marketing, and maintaining operations.  As a result we have incurred significant losses since inception, and as of June 30, 2010, had an accumulated deficit of $13,824,384.

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 includes the registered online gaming players, the gaming servers, and the complete database of real money players. The asset disposition price is $1,200,050 payable at a variable rate over the coming months.

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 94% of our revenue for the quarter ended June 30, 2010.

 Page 16

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 on-going basis, we evaluate these estimates, including those related to impairment or disposal of long-lived assets, contingencies and litigation. 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, 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:

The Company accounts for long-lived assets in accordance with the provisions of ASC 360, Property, Plant and Equipment (previously SFAS No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets") and ASC 350, Intangibles-Goodwill and Others (previously SFAS No. 142 "Accounting for Goodwill and Other Intangible Assets"). During the years presented, the only long-lived assets reported on the Company's consolidated balance sheet are equipment, 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 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.

 Page 17

RESULTS OF OPERATIONS

            Revenue

Total revenue decreased to $368,932 for the quarter ended June 30, 2010, a decrease of 76% from revenue of $1,512,116 for second quarter of 2009 and a decrease of 71% from revenue of $1,254,792 in the first quarter of 2010. Gaming Revenue decreased to $348,428, a decreased of 76% in the quarter ended June 30, 2010, compared Gaming Revenue of $1,460,149 in the second quarter of 2009 and a 71% decrease from revenue of $1,209,269 in the first quarter of 2010. During the quarter ended June 30, 2010, we migrated our players to Bingo.com players to the Unibet partner program. The decrease compared to the second quarter of 2009 and the first quarter of 2010, is due to a decrease in cash game play, especially as a result of a second platform change within six months. We earned advertising revenue of $20,504 in the quarter ended June 30, 2010, a decrease of 61% from advertising revenue of $51,967 in the second quarter of 2009 and a decrease of 55% from advertising revenue of $45,523 in the first quarter of 2010. During the quarter ended March 31, 2010 the Company suspended sales of new advertising.

Cost of producing revenue

We recorded cost of producing revenue of $309,931 during the quarter ended June 30, 2010, a decrease of 67% compared to costs of $951,954 for the second quarter of 2009 and a decrease of 64% over costs of $857,402 in the first quarter of 2010. Cost of producing revenue consists 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, and the domain name purchase payments. The decrease in cost of producing revenue for the quarter ended June 30, 2010, compared to the second quarter of 2009 and the first quarter of 2010, is due to the migration to the Unibet partner program, whereby the cost of some bonuses, hosting the website, payment processing fees, software license fees and other expenses are incurred by Unibet International Limited in exchange for a commission on the white label revenue payment.

            Sales and marketing expenses

Sales and marketing expenses decreased by 93% to $33,630 for the quarter ended June 30, 2010, a decrease over expenses of $455,501 in the second quarter of 2010 and a decrease of 89% from expenses of $314,087 in the first quarter of 2010. Sales and marketing expenses principally include costs for signup bonuses, marketing, prizes for our players and other bonuses and incentives offered to gaming players. The decrease in sales and marketing expenses for the quarter ended June 30, 2010, compared to the second quarter of 2009 and the first quarter of 2010, is due to migration to the Unibet partner program where significantly lower marketing bonus are granted to players.

We expect to continue to incur sales and marketing expenses to increase traffic from the United Kingdom and other selected markets and, consequently, deposits to our web portal. These costs will include affiliate commissions, salaries, advertising, and other promotional expenses intended to increase our subscriber base and improve gaming revenue. 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 $87,130 for the second quarter of 2010, a decrease of 45% from costs of $157,048 for the second quarter of 2009 and a decrease of 36% from costs of $136,806 in the first quarter of 2010. The decrease in general and administrative expenses for the quarter ended June 30, 2010, compared to the

 Page 18

second quarter of 2009 and the first quarter of 2010, is due to migration to the Unibet partner program whereby we have reduced many of our costs, especially the development of the bingo.com website.

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.

Salaries, wages, consultants and benefits

Salaries, wages, consultants and benefits increased by 7% to $274,923 for the quarter ended June 30, 2010, compared to salaries, wages, consultants and benefits of $257,279 in the second quarter of 2009 and a decrease of 5% over salaries, wages, consultants and benefits of $261,988 in the first quarter of 2010. The majority of the Company's salaries, wages, consultants and benefits are incurred in Canadian Dollars. Due to the migration to the Unibet partner program, we no longer required certain staff so we have reduced staff and paid out retrenchment packages.

Depreciation and amortization

Depreciation and amortization includes depreciation of our equipment, as well as amortization of intangible asset relating to the email list. Equipment is depreciated using the declining balance method over the useful lives of the assets, ranging from three to five years.  Depreciation and amortization decreased to $9,686 during the quarter ended June 30, 2010, a decrease of 44% over costs of $17,316 during the same quarter in the prior year and a decrease of 40% from costs of $16,076 in the first quarter of 2010. This decrease in depreciation and amortization is due to the sale of the subsidiary, Bingo.com Operations Limited during the quarter ended June 30, 2010.

Stock based Compensation

Stock based compensation decreased to $7,768 during the quarter ended June 30, 2010, a decrease of 48% over stock based compensation of $15,057 during the same quarter in the prior year and a decrease of 17% from stock based compensation of $9,306 in the first quarter of 2010. The decrease in stock based compensation compared to the second quarter of 2009 and the first quarter of 2010, is due to the expiration of stock options as a result of the retrenchment of staff and due to stock options expiring.

Profit on sale of US Gaming players

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, to an arms length third party payable by the purchaser at a variable rate over the subsequent months until fully paid. We recognize the profit from the sale of these assets as and when payment is received. During the quarter ended June 30, 2010, we collected $nil of the $1,200,050 due, compared to payments received of $20,000 during the same quarter in the prior year and $5,000 in the first quarter of 2010.

            Income taxes

The Company incurred income tax expense of $31,970 during the quarter ended June 30, 2010, in relation to profits earned in its subsidiaries in different jurisdictions, compared to income tax expense of $2,265 during the second quarter of 2009. During the year ended December 31, 2005, Bingo.com, Inc. merged with its subsidiary Bingo.com, Ltd. in Anguilla, British West Indies. Anguilla is a zero tax jurisdiction and therefore accordingly, we have not booked an income tax benefit at June 30, 2010 and 2009.

            Other Income

During the quarter ended June 30, 2010, we sold the subsidiaries Bingo,com Services Limited and Bingo.com Operations Limited for $250,000 and recorded a profit on the sale of these subsidiaries of $177,832.

 Page 19

During the quarter ended June 30, 2010, we reversed a provision of $193,051 for progressive jackpots from old jackpot games from the Abberant gaming system, which was discontinued in January 2010.

            Net loss and loss per share

Net loss for the three months ended June 30, 2010, amounted to $27,977, a loss of $0.00 per share, an decrease in net loss of 90% compared to a net loss of $266,702, a loss of $0.01 per share for the same period in 2009 and a decrease in net loss of 92% compared to a net loss of $344,806 or $0.01 per share in the first quarter of 2010. The decrease in net loss for the quarter ended June 30, 2010, compared to the second quarter of 2009 and the first quarter of 2010, is due to the reduction in expenses as a result of migrating to the Unibet partner platform, the reversal of the progressive jackpot provision and the profit from the sale of the subsidiaries Bingo.com Services Limited and Bingo.com Operations Limited.

LIQUIDITY AND CAPITAL RESOURCES

We had cash of $2,227,660 and a working capital of $2,140,934 at June 30, 2010.  This compares to cash of $557,251 and a negative working capital of $19,801 at December 31, 2009.

During the quarter ended June 30, 2010, Bingo.com, Ltd. completed a private placement offering with Unibet Group plc of 15 million shares at $0.15 per share.  Total proceeds of the offering were $2,250,000.

During the quarter ended March 31, 2010, the shares were issued in relation to the 1,360,000 private placement closed in the fourth quarter of 2009.

During the quarter ended June 30, 2010, we used cash of $553,633 from operating activities compared to using cash of $209,185 in the same period in the prior year and compared to using cash of $264,875 in the first quarter of 2010. This increase compared to the second quarter of 2009 and the first quarter of 2010, is due to the sale of the subsidiaries, the reversal of the progressive jackpot provision and the transfer of the player float to the Unibet International Limited Partner program.

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 gaming operations and the possible acquisition of complementary businesses, products and technologies.

Subsequent event:

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.

Subsequent to the quarter ended June 30, 2010, the Company engaged an independent valuation company, Evans & Evans, Inc. to value the remaining 4% Domain Name Purchase payments, for the option of acquiring the 4% Domain Name Purchase payments. Evans & Evans Inc. concluded the valuation of the 4% Domain Name is between $1.4 and $1.6 million. (Exhibit 10.34)

 Page 20

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 June 30, 2010. 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 June 30, 2010, 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 21

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 June 30, 2010. 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

During the quarter ended June 30, 2010, we completed a private placement offering to Unibet Group plc of 15 million shares at $0.15 per share.  Total proceeds of the offering were $2,250,000.   

ITEM 3.          Defaults Upon Senior Securities

Not applicable.

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

During the quarter ended June 30, 2010, we held our Annual Meeting of Stockholders for the purposes of electing our directors and to ratify the appointment of Davidson & Company LLP, Chartered Accountants, as our independent auditors for the 2010 fiscal year. The Company issued a schedule 14A proxy statement to the shareholders on April 30, 2010.

All nominees for directors were elected and the appointment of auditors was ratified. The voting on each matter is set forth below:

Election of the Directors of the Company.

Mr. P. Nylander, was nominated at the Annual General Meeting.

Proposal to ratify the appointment of Davidson & Company LLP, Chartered Accountants as our independent auditors for the 2010 fiscal year.

ITEM 5.          Other Information

During the quarter ended June 30, 2010, the Company migrated its player database to the Unibet gaming network under its new whitelabel strategy.

The Company sold it subsidiaries Bingo.com Services Limited and Bingo.com Operations Limited for $250,000.

Subsequent to the quarter ended June 30, 2010, the Company engaged an independent valuation company, Evans & Evans, Inc. to value the remaining 4% Domain Name Purchase payments, for the option of acquiring the 4% Domain Name Purchase payments (Exhibit 10.34). Evans & Evans Inc. concluded the valuation of the 4% Domain Name purchase payments is between $1.4 and $1.6 million.

 Page 22

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.

(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.

 Page 23

Reports on Form 8-K.

During the quarter ended June 30, 2010, we filed an 8K announcing the completion of the private placement offering of 15 million shares at $0.15 per share.  Total proceeds of the offering were $2,250,000. Included in this 8K, we announced the sale of Bingo.com Services Limited and Bingo.com Operations Limited for $250,000.

In addition, during the quarter ended June 30, 2009, we filed an 8K announcing the results of our Annual General Meeting and the amendment to the Consulting agreement, with T. M. Williams (ROW) Inc and Mr. T. M. Williams.

Reports Subsequent to the quarter ended June 30, 2010.

None 

 Page 24

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.

 Page 25

EXHIBIT 31.1

CERTIFICATIONS

I, T. 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 June 30, 2010, 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/ T. M. Williams                                                        Date: August 13, 2010

T. M. Williams, Chairman of the Board,

Chief Executive Officer and President

(Principal Executive Officer)

 Page 26

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 June 30, 2010, 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: August 13, 2010

H.W. Bromley,

Chief Financial Officer

(Principal Accounting Officer)

 Page 27

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 June 30, 2010, 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

                                                                        August 13, 2010

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 28

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 June 30, 2010, 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

                                                                        August 13, 2010

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 29

EXHIBIT 10.34

Evans & Evans, Inc.

400 BURRARD STREET

SUITE 1610

VANCOUVER, BRITISH COLUMBIA

CANADA, V6C 3A6

Tel:   (604) 408-2222

Fax:  (604) 408-2303

www.evansevans.com

July 29, 2010

BINGO.COM, LTD.

1405 - 1166 Alberni Street

Vancouver, British Columbia V6E 3Z3

Attention: Independent Committee of the Board of Directors

Dear Sirs:

Re: Executive Summary of Comprehensive Valuation Report on the BCL Royalty

Introduction

Evans & Evans, Inc. ("Evans & Evans") was engaged by the Independent Committee of the Board of Directors (the "Committee") of Bingo.com, Ltd. ("BCL" or the "Company") to prepare a Comprehensive Valuation Report (the "Report") with regards to the fair market value of the BCL Royalty (refer to below for a description of the BCL Royalty).  

On January 18, 1999, the Company purchased the exclusive right to use the domain name bingo.com for (i) a $200,000 cash payment, (ii) 500,000 shares of the Company's common stock and (iii) an agreement to pay, on an ongoing basis, the Domain Name Purchase Price ("DNPP") amounting to 4% of the Company's annual gross revenues (the "BCL Royalty"), for the 99 year period ended December 31, 2098.  Management has noted the Company has entered into an agreement to crystallize the DNPP through a one-time payment of shares of Bingo.com.  

The Report is intended to provide an opinion as to the fair market value of the BCL Royalty as at July 1, 2010 (the "Valuation Date").  The Report may be used, with Evans & Evans' permission, for inclusion in any public disclosure documents in connection with crystallizing the BCL Royalty into a one-time payment.

Evans & Evans, or its staff and associates, will not assume any legal and financial responsibility or liability for losses incurred by the Company and/or its respective directors, officers, management, advisors and representatives and or any other parties as a result of the circulation, publication, reproduction, or use of the Report, or any excerpts thereto as well as such use contrary to the provisions of this section of the Report.  Evans & Evans reserves the right to review all calculations included or referred to in the Report and, if Evans & Evans considers it necessary, to revise the Report in light of any information existing at the Valuation Date which becomes known to Evans & Evans after the date of the Report. 

Evans & Evans, Inc.

BINGO.COM, LTD.

Executive Summary of Comprehensive Valuation Report

Page 2

The following is a summary of the material terms of the final version of the Report dated July 27, 2010. This summary is not intended to be complete and is qualified in its entirety by the full text of the Report.  Evans & Evans believes that their analysis, as described in the Report, must be considered as a whole and that to focus on specific portions of such analysis and of the factors considered, without considering all analyses and factors, could create an incomplete and misleading view of the processes underlying the Report. The Report represents the opinion of Evans & Evans. 

Definition of Fair Market Value

In this Report, fair market value is defined as the highest price available in an open and unrestricted market between informed and prudent parties, acting at arms' length and under no compulsion to act, expressed in terms of cash.

With respect to the market for the shares of a company viewed "en bloc" or an asset there are, in essence, as many "prices" for any business interest as there are purchasers and each purchaser for a particular "pool of assets", be it represented by overlying shares or the assets themselves, can likely pay a price unique to it because of its ability to utilize the assets in a manner peculiar to it.  

In any open market transaction, a purchaser will review a potential acquisition in relation to what economies of scale (e.g., reduced or eliminated competition, ensured source of material supply or sales, cost savings arising on business combinations following acquisitions, and so on), or "synergies" that may result from such an acquisition.  

Theoretically, each corporate purchaser can be presumed to be able to enjoy such economies of scale in differing degrees and therefore each purchaser could pay a different price for a particular pool of assets than can each other purchaser.  Based on our experience, it is only in negotiations with such a special purchaser that potential synergies can be quantified and even then, the purchaser is generally in a better position to quantify the value of any special benefits than is the vendor. 

In this engagement Evans & Evans has not exposed the BCL Royalty for sale in the open market and was therefore unable to determine the existence of any special interest purchasers who might be prepared to pay a price equal or greater than the fair market value (assuming the existence of special interest purchasers) outlined in the Report. As noted above, special interest purchasers might be prepared to pay a price higher than fair market value for the synergies noted above. 

Scope of Review

In preparing the Report, Evans & Evans relied on information provided by the management of BCL as well as publicly available documents and information on the Company.  Documents and sources of information utilized or reviewed by Evans included the following:  For BCL: interviews with key members of BCL's management team; a review of BCL's press releases for the preceding 24 months, EDGAR filings for the preceding 12 months and share trading price for the preceding 12 months; a review of BCL's website; a review of certain material agreements; a review of audited and management prepared financial statements of BCL; a review of BCL's forecasts; a review of various financial data related to BCL; a review of BCL's market through various publications; a review of a summary of BCL's outstanding securities; a review of information on Unibet International Limited ("Unibet"); and, interviews with competitors and a review of financial and stock market trading of such entities where available.

Evans & Evans, Inc.

BINGO.COM, LTD.

Executive Summary of Comprehensive Valuation Report

Page 3

Assumptions

Evans & Evans made the following assumptions in completing the Report as at the Valuation Date: (1) The Company's financial information, as provided by the representatives of the Company, is assumed to be accurate and complete. Evans & Evans has not verified the accuracy or completeness of this financial data; (2) Evans & Evans has assumed that the Company and all of its related parties and their principals have no current and/or other contingent liabilities, unusual contractual arrangements, or substantial commitments, other than in the ordinary course of business, nor litigation pending or threatened, nor judgments rendered against, other than those disclosed by management and included in the Report, (the Report is not a formal fairness opinion) that would affect Evans & Evans' evaluation or comments; (3) The Company has complied with all government taxation, import and export and regulatory practices as well as all aspects of its contractual agreements that would have an effect on the Report, and there are no other material agreements entered into by the Company that are not disclosed in the Report; and, (4) The Company has satisfactory title to all of its assets and there are no liens or encumbrances on such assets nor have any assets been pledged in any way.   

Valuation Methodologies

In valuing an asset and/or a business, there is no single or specific mathematical formula.  The particular approach and the factors to consider will vary in each case. Where there is evidence of open market transactions having occurred involving the shares, or operating assets, of a business interest, those transactions may often form the basis for establishing the value of the company. In the absence of open market transactions, the three basic, generally-accepted approaches for valuing a business interest are:

(a) The Income / Cash Flow Approach;

(b) The Market Approach; and

(c) The Cost or Asset-Based Approach.

Evans & Evans believed the most appropriate method to determine the fair market value of the BCL Royalty was a weighted approach giving consideration to two Income Approaches, namely a Modified Discounted Cash Flow Method and a Capitalized Cash Flow Method.  The Modified Discounted Cash Flow Method involves estimating the probability of future cash flows to be derived from the BCL Royalty based on the information and assessments outlined in the Report. The Modified Discounted Cash Flow Method was deemed appropriate given the new agreement with Unibet which is expected to increase revenues over historical levels.  Evans & Evans also deemed it important to consider the historical cash flows associated with the BCL Royalty, given the early stage of the Unibet agreement and accordingly the inability to forecast how quickly revenues will grow.

Modified Discounted Cash Flow Method

A traditional discounted cash flow analysis was combined with probability-weighted scenarios - this is referred to as a First Chicago Method.  Such a method takes into consideration that a firm such as the Company may:

1.       Have varying degree of revenue growth for a number of years, partly because of the high marketing costs for securing and retaining new players.  

2.       Market penetration may vary over time as the Company attempts to ramp up marketing efforts in new geographic regions.

Evans & Evans, Inc.

BINGO.COM, LTD.

Executive Summary of Comprehensive Valuation Report

Page 4

3.       Operating revenues that are somewhat uncertain (i.e., uncertainty with respect to regulations in the gaming market and the Company's ability to capture new players).

In assessing discount rates to management's projections, Evans & Evans selected discount rates in the range of 25% to 30%.

Four separate discounted cash flow analyses were performed to reflect the differing probabilities associated with achieving the financial projections. The purpose of the probability weighting is to address the uncertainty associated with the projected cash flows from the BCL Royalty while utilizing traditional valuation approaches. Uncertainty of future results is always the most difficult part of determining a reasonable fair market value for a business and the use of probability-weighted scenarios is a way to manage such uncertainty and provide a reasonable valuation conclusion.

The results of using these four different scenarios above as well as applying appropriate discount rates in carrying out a Modified Discounted Cash Flow Method results in a fair market value of the BCL Royalty deemed to be $2.61 million

Capitalized Cash Flow Method

In undertaking a Capitalized Cash Flow Method for the BCL Royalty, it is first necessary to determine the indicated after-tax cash flow the BCL Royalty is capable of generating, i.e., the sustainable level of after-tax cash flow which a notional purchaser would realize in the future from the BCL Royalty.

A weighted average after-tax BCL Royalty of $180,000 to $230,000 per annum results from multiplying the actual BCL Royalty for fiscal years 2007, 2008, 2009 and budgeted 2010.

Under the Capitalized Cash Flow Method, the fair market value of the BCL Royalty is in the range of $800,000.

Valuation Conclusion

In arriving at the low end of the range of value for the BCL Royalty, Evans & Evans deemed it appropriate to rely more heavily on the Capitalized Cash Flow Method as this is driven by the Company's actual results and the historical levels of the BCL Royalty.

In arriving at the high end of the fair market value, the Modified Discounted Cash Flow Method was given more weighting as this is reflective of the results the Company anticipates in the future given the change in business model that was driven by the agreement with Unibet.

It is the opinion of Evans & Evans, Inc., given the scope of its engagement and with reference to its engagement letter that the fair market value of the BCL Royalty as at the Valuation Date is in the range of $1.4 million to $1.6 million.  

Credentials of Evans, Inc.

Evans & Evans is a Canadian corporate finance advisory and valuation firm with offices across Canada and also in the U.S. and China. Evans & Evans offers a range of independent and advocate services including valuation and fairness opinions, business planning and research, mergers and acquisitions advice, business due diligence, market and competitive research and capital formation assistance.

Evans & Evans, Inc.

BINGO.COM, LTD.

Executive Summary of Comprehensive Valuation Report

Page 5

Certification & Independence

The analyses, opinions, calculations and conclusions were developed, and the Report were prepared in accordance with the standards set forth by the Canadian Institute of Chartered Business Valuators.  The fee established for the Report has not been contingent upon the value or other opinions presented. 

Evans & Evans has no present or prospective interest in the Company or the BCL Royalty, and we have no personal interest with respect to the parties involved.

Yours very truly,

"signed"           

EVANS & EVANS, INC.

Evans & Evans, Inc.