PINX:BNGOF Quarterly Report 10-Q/A Filing - 3/31/2012

Effective Date 3/31/2012

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 

FORM 10-Q/A

(Mark one)

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

For the quarterly period ended March 31, 2012

[    ]      [    ]     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.)

 

National Bank of Anguilla Corporate Building, 1St 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)

 

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 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 August 9, 2012.

 

 BINGO.COM, LTD.

QUARTERLY REPORT ON FORM 10-Q/A

FOR THE PERIOD ENDED MARCH 31, 2012

 

TABLE OF CONTENTS

PAGE
Explanatory note 2
PART I - FINANCIAL INFORMATION 3
ITEM 1. Financial Statements   3
Consolidated Balance Sheets 3
Consolidated Statements of Operations and Comprehensive Loss  4
Consolidated Statements of Stockholders' Equity  5
Consolidated Statements of Cash Flows 6
Notes to the Consolidated Financial Statements 7
ITEM 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 17
ITEM 4T.  Controls and Procedures. 21
PART II - OTHER INFORMATION 23
ITEM 1. Legal Proceedings  23
ITEM 2.  Unregistered Sales of Equity Securities and Use of Proceeds 23
ITEM 3. Defaults Upon Senior Securities  23
ITEM 4. Submission of Matters to a Vote of Security Holders 23
ITEM 5. Other Information  23
ITEM 6. Exhibits and reports on Form 8-K 24
SIGNATURES 26
EXHIBITS 27
CERTIFICATIONS 27
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002. 29

Page 1

EXPLANATORY NOTE

Bingo.com, Ltd. (the "Company") is filing this Amendment No. 1 on Form 10-Q/A to amend our Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2012, which was originally filed with the US Securities and Exchange commission (the "SEC") on May 11, 2012. (the "Original Filing") The purpose of this Amendment No.1 is to amend the financial disclosure. The following sections of the Original Filing have been revised:

-         The Consolidated balance sheet - This has been amended for the quarter ended March 31, 2012 and the year ended December 31, 2011, to expense the purchase of the remaining 4% Domain Name Purchase payments for $900,000, in accordance with ASC Topic 420-10-25-11. This had the effect to reduce the intangible asset and to increase the retained deficit by $900,000 for the quarter ended March 31, 2012 and the year ended December 31, 2011.

-         The Consolidated Statement of Stockholders' Equity - This has been amended to restate the retained deficit for the quarter ended March 31, 2012 and the year ended December 31, 2011, was amended to expense the purchase of the remaining 4% Domain Name Purchase payments for $900,000,in accordance with ASC Topic 420-10-25-11.

 

This Amendment No.1 does not reflect events that that occurred after the filing of the Original Filing and does not modify or update the disclosure therein in any way other than as required to reflect the matters set forth above. Accordingly, this Form 10-Q/A does not reflect events occurring after the filing of the Original Filing or modify or update those disclosures affected by subsequent events or discoveries and information contained in the Original Filing and not affected by these restatements and reclassifications are unchanged. This Form 10-Q/A should be read in conjunction with the Company's filings made with the Securities and Exchange Commission subsequent to the filing of the Original Filing.

Page 2

PART I - FINANCIAL INFORMATION

ITEM 1.                      Financial Statements.

BINGO.COM, LTD. and Subsidiaries

Restated Consolidated Balance Sheets

(Unaudited)

As at

 

March 31, 2012

 

 

December 31, 2011

(Restated Note 3 & 4)

 

 

 

 

 

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

   Cash

$

673,999

 

$

787,524

   Accounts receivable less allowance for doubtful

   accounts $150,000  (December 31, 2011 - $150,000)

 

304,341

 

 

148,119

   Prepaid expenses

 

181,785

 

 

219,279

Total Current Assets

 

1,160,125

 

 

1,154,922

 

 

 

 

 

 

Equipment, net

 

13,855

 

 

14,827

 

 

 

 

 

 

Other assets

 

12,262

 

 

11,977

 

 

 

 

 

 

Domain name rights and intangible assets (Note 4)

 

1,257,241

 

 

1,257,241

 

 

 

 

 

 

Deferred tax asset, less valuation allowance of $142,566 (December 31, 2011 - $141,699) (Note 7)

 

 

 

 

 

 

 

 

 

Total Assets

$

2,443,483

 

$

2,438,967

 

 

 

 

 

 

Liabilities and Stockholders' Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

   Accounts payable

$

22,078

 

$

13,261

   Accrued liabilities

 

77,204

 

 

72,349

   Accounts payable and accrued liabilities - related

   party (Note 8)

 

26,455

 

 

10,681

Total Current Liabilities

 

125,737

 

 

96,291

 

 

 

 

 

 

Commitments (Note 6)

 

 

 

 

 

 

 

 

 

 

 

Stockholders' equity (Note 5):

 

 

 

 

 

   Common stock, no par value, unlimited shares

   authorized, 63,877,703 shares issued and outstanding

   (December 31, 2011 - 63,877,703)

 

18,237,685

 

 

18,237,685

   Accumulated deficit

 

(15,944,519)

 

 

(15,919,589)

   Accumulated other comprehensive income:

     Foreign currency translation adjustment

 

24,580

 

 

24,580

Total Stockholders' Equity

 

2,317,746

 

 

2,342,676

 

 

 

 

 

 

Total Liabilities and Stockholders' Equity

$

2,443,483

 

$

2,438,967

             

See accompanying notes to consolidated financial statements.

 Page 3

BINGO.COM, LTD. and Subsidiaries

Consolidated Statements of Operations and Comprehensive Loss

Three Months Ended March 31, 2012 and 2011

(Unaudited)

 

 

 

 

2012

 

 

 

2011

 

 

 

 

 

 

 

Advertising revenue

 

$

19,382

 

$

15,867

Gaming revenue

 

 

386,925

 

 

231,177

Total revenue

 

 

406,307

 

 

247,044

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

   Depreciation and amortization

 

 

1,180

 

 

2,650

   Directors fees

 

 

2,500

 

 

2,000

   General and administrative

 

 

66,242

 

 

75,430

   Loss on disposal of equipment

 

 

-

 

 

6,877

   Salaries, wages, consultants and benefits

 

 

103,107

 

 

443,528

   Selling and marketing

 

 

298,339

 

 

496,679

Total operating expenses

 

 

471,368

 

 

1,027,164

 

 

 

 

 

 

 

Loss before other income and income taxes

 

 

(65,061)

 

 

(780,120)

 

 

 

 

 

 

 

Other income:

 

 

 

 

 

 

   Foreign exchange gains

 

 

39,647

 

 

38,361

   Interest and other income

 

 

544

 

 

1,054

 

 

 

 

 

 

 

Loss before income taxes

 

 

(24,870)

 

 

(740,705)

 

 

 

 

 

 

 

Income tax expense

 

 

(60)

 

 

(2,627)

 

 

 

 

 

 

 

Net loss

 

$

(24,930)

 

$

(743,332)

 

 

 

 

 

 

 

Comprehensive (profit) loss

 

 

-

 

 

-

 

 

 

 

 

 

 

Comprehensive loss

 

$

(24,930)

 

$

(743,332)

 

 

 

 

 

 

 

Net loss per common share, basic

 

$

(0.00)

 

$

(0.01)

Net loss per common share, diluted

 

$

(0.00)

 

$

(0.01)

 

 

 

 

 

 

 

Weighted average common shares outstanding, basic

 

 

63,877,703

 

 

63,877,703

Weighted average common shares outstanding, diluted

 

 

63,877,703

 

 

63,877,703

See accompanying notes to consolidated financial statements.

Page 4

BINGO.COM, LTD. and Subsidiaries

Restated Consolidated Statements of Stockholders' Equity 

For the period ended March 31, 2012

(Unaudited)

 

Common stock

 

Accumulated Other Comprehensive income

 

 

 

Shares

Amount

Accumulated Deficit

Foreign currency translation adjustment

Total Stockholders' Equity

Balance, December 31, 2011

(Restated Note 3)

63,877,703

$18,237,685

$(15,919,589)

$ 24,580

$2,342,676

 

 

 

 

 

 

   Net loss

-

-

(24,930)

-

(24,930)

Balance, March 31, 2012

63,877,703

$18,237,685

$ (15,944,519)

$ 24,580

$ 2,317,746

           

See accompanying notes to consolidated financial statements.

Page 5

BINGO.COM, LTD. and Subsidiaries

Consolidated Statements of Cash Flows

Three Months Ended March 31, 2012 and 2011

(Unaudited)

 

 

 

2012

 

2011

Cash flows from operating activities:

 

 

 

 

 

   Net loss

 

$

(24,930)

$

(743,332)

   Adjustments to reconcile net loss to net cash

   used in operating activities:

 

 

 

 

 

      Depreciation and amortization

 

 

1,180

 

2,650

      Loss on disposal of equipment

 

 

-

 

6,877

      Issuance of consultant stock option

 

 

-

 

2,830

   Changes in operating assets and liabilities:

 

 

 

 

 

      Accounts receivable

 

 

(156,222)

 

(145,075)

      Prepaid expenses

 

 

37,494

 

338,856

      Other assets

 

 

(285)

 

88

      Accounts payable and accrued liabilities

 

 

29,446

 

(15,385)

   Net cash used in operating activities

 

 

(113,317)

 

(552,491)

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

   Acquisition of equipment

 

 

(208)

 

(4,258)

   Net cash used in investing activities

 

 

(208)

 

(4,258)

 

 

 

 

 

 

 

Change in cash

 

 

(113,525)

 

(556,749)

 

 

 

 

 

 

Cash, beginning of period

 

 

787,524

 

1,396,384

Cash, end of period

 

$

673,999

$

839,635

 

 

 

 

 

 

Supplementary information:

 

 

 

 

 

   Interest paid

 

$

  - 

$

  - 

   Income taxes paid

 

$

1,363

$

5,380

Non-cash financing activity

 

$

-

$

-

Non-cash investing activity

 

$

-

$

-

 

 

 

 

 

 

See accompanying notes to consolidated financial statements.
 

 Page 6

BINGO.COM, LTD. and Subsidiaries

Restated notes to Consolidated Financial Statements

Three months ended March 31, 2012 and 2011

(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 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, 2011, included in the Company's Annual Report on Form 10-K/A, filed August 9, 2012, 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 March 31, 2012 and 2011, and has an accumulated deficit of $15,944,519 as at March 31, 2012. 

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 7

BINGO.COM, LTD. and Subsidiaries

Restated notes to Consolidated Financial Statements

Three months ended March 31, 2012 and 2011

(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, and the 99% owned subsidiary, Bingo.com (UK) plc. (registered in the United Kingdom). 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 purchased 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, 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 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.

 Page 8

BINGO.COM, LTD. and Subsidiaries

Restated notes to Consolidated Financial Statements

Three months ended March 31, 2012 and 2011

(Unaudited) 

   

2.      Summary of significant accounting policies (Continued):

(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. In accordance with ASC Topic 420-10-25-11, the Company expensed $900,000 during the year ended December 31, 2010. 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 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.  The adoption of this standard did not have a material impact on the financial statements.

 Page 9

BINGO.COM, LTD. and Subsidiaries

Restated notes to Consolidated Financial Statements

Three months ended March 31, 2012 and 2011

(Unaudited) 

   

2.   Summary of significant accounting policies (Continued):

(g)  New accounting pronouncements: (Continued)

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 adoption of ASU 2011-05 by the Company did not have an impact on the Company's 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 tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted.  The adoption of ASU 2011-08 by the Company did not have a material impact on the Company's financial statements.

In December 2011, the FASB issued ASU 2011-11, "Balance Sheet (Topic 210), Disclosures about Offsetting Assets and Liabilities".   The guidance in this update requires the Company to disclose both gross information and net information about both financial instruments and transactions eligible for offset in the statement of financial position ("Balance Sheet") and transactions subject to an agreement similar to a master netting arrangement. The amendment is designed to enhance disclosures about the financial instruments and derivatives, which will allow the users of an entity's financial statements to evaluate the effect or potential effect of netting arrangements on an entity's financial position. The scope includes derivatives, repurchase agreements and security borrowings. The pronouncement is effective for fiscal years and interim periods beginning on or after January 1, 2013 with retrospective application for all comparative periods presented.  The Company's adoption of the new standard is not expected to have a material effect on the Company's consolidated financial position or results of operations.

 Page 10

BINGO.COM, LTD. and Subsidiaries

Restated notes to Consolidated Financial Statements

Three months ended March 31, 2012 and 2011

(Unaudited) 

   

2.   Summary of significant accounting policies (Continued):

(g)  New accounting pronouncements: (Continued)

In December 2011, the FASB issued ASU 2011-12, Comprehensive Income.  This Update defers changes in Update 2011-05 that relate to how, when, and where reclassification adjustments are presented. The amendments are being made to allow the Board time to deliberate whether to present on the face of the financial statements the effects of reclassifications out of accumulated other comprehensive income on the components of net income and the other comprehensive income for all periods presented. While the Board is considering the operational concerns about the presentation requirements for reclassification adjustments and the needs of financial statement users for additional information about reclassification adjustments, entities should continue to report reclassifications out of accumulated other comprehensive income consistent with the presentation requirements in effect before Update 2011-05. All other requirements in Update 2011-05 are not affected by this Update. Public entities should apply these requirements for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of ASU No. 2011-12 by the Company did not have a material impact on the presentation of our results of operations.

(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 included 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 year.

 Page 11

BINGO.COM, LTD. and Subsidiaries

Restated notes to Consolidated Financial Statements

Three months ended March 31, 2012 and 2011

(Unaudited) 

   

3.         Restatement:

This filing amends and restates our previously reported financial statements for the quarter ended March 31, 2012, to reflect the following adjustments

-    The Consolidated balance sheet - This has been amended for the quarter ended March 31, 2012 and the year ended December 31, 2011, to expense the purchase of the remaining 4% Domain Name Purchase payments for $900,000, in accordance with ASC Topic 420-10-25-11. This had the effect to reduce the intangible asset and to increase the retained deficit by $900,000 for the quarter ended March 31, 2012 and the year ended December 31, 2011.

-    The Consolidated Statement of Stockholders' Equity - This has been amended to restate the retained deficit for the quarter ended March 31, 2012 and the year ended December 31, 2011, was amended to expense the purchase of the remaining 4% Domain Name Purchase payments for $900,000,in accordance with ASC Topic 420-10-25-11.

4.    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 was 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 were 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 March 31, 2011, expense payments of $nil (March 31, 2010 - $50,220) 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 purchase 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.

March 31, 2012 (Restated)

 

Cost

 

Accumulated amortization

 

Net book

Value

 

 

 

 

 

 

 

Domain name rights

$

1,934,500

$

677,259

$

1,257,241

 

December 31, 2011 (Restated)

 

Cost

 

Accumulated amortization

 

Net book

Value

 

 

 

 

 

 

 

Domain name rights

$

1,934,500

$

677,259

$

1,257,241

 Page 12

BINGO.COM, LTD. and Subsidiaries

Restated notes to Consolidated Financial Statements

Three months ended March 31, 2012 and 2011

(Unaudited) 

   

5.    Stockholder's Equity:

During the quarter ended March 31, 2012, the Company recorded stock based compensation expense of $nil (March 31, 2011 - $nil) and $nil (March 31, 2011 - $2,830) in consulting fees on options vested.

No options were granted or exercised during the period ended March 31, 2012.

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 expires on April 30, 2014. The Anguillan operating lease expired on April 1, 2011 but automatically renews for a future 3 months until a 3 month cancelation notice is given. The United Kingdom lease is leased from Bingo, Inc. 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:

 

 

 

2012

$

18,937

2013

 

18,835

2014

 

6,195

 

 

 

The Company paid rent expense totaling $18,387 for the quarter ended March 31, 2012 (March 31, 2011 - $32,057). 

The Company has a management consulting agreement with T.M. Williams (Row), Inc., an Anguilla incorporated company, and Mr. Williams, a related party, for 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.

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 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 March 31, 2012, and December 31, 2011, are presented below:

 

 

March 31, 2012

 

December 31, 2011

Deferred tax assets:

 

 

 

 

   Net operating loss carry forwards

$

142,566

$

141,699

 

 

 

 

 

   Valuation Allowance

 

(142,566)

 

(141,699)

 

$

$

 Page 13

BINGO.COM, LTD. and Subsidiaries

Restated notes to Consolidated Financial Statements

Three months ended March 31, 2012 and 2011

(Unaudited) 

   

7.    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. 
 

8.    Related Party Transactions

The Company has a liability of $980 (December 31, 2011 - $3,900), 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 $177 (December 31, 2011 - $nil), to a director and officer of the Company for payment of expenses incurred by the director and officer of the Company.

The Company has a liability to Bingo, Inc. for rental of the UK office of $11,782 (December 31, 2011 - $nil) for rental for the quarter ended March 31, 2012 of $11,782 (Quarter ended March 31, 2011 - $nil).

The Company has a liability of $6,501 (December 31, 2011 - $4,001), to the independent directors of the Company for payment of services rendered. The Company incurred independent directors fees of $2,500 for the quarter ended March 31, 2012. (Quarter ended March 31, 2011 - $2,000)

The Company has a liability of $7,015 (December 31, 2011 - $2,780), to an officer of the Company for payment of services rendered and expenses incurred of $19,280 during the quarter ended March 31, 2012 (Quarter ended March 31, 2011 - $nil), by the officer of the Company.

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 marketing games and entertainment based principally 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 quarters ended March 31, 2012 and 2011, has been derived primarily from the revenue generated from the deposits received for the games for money.

 Page 14

BINGO.COM, LTD. and Subsidiaries

Restated notes to Consolidated Financial Statements

Three months ended March 31, 2012 and 2011

(Unaudited) 

   

9.    Segmented information: (Continued)

The Company had the following revenue by geographical region.

 

 

 

Three Months ended March 31, 2012

 

Three Months ended March 31, 2011

 

 

 

 

 

 

Gaming revenue

 

 

 

 

 

Western Europe

 

$

70,577

$

34,803

Central, Eastern and Southern Europe

 

 

9,642

 

10,407

Nordics

 

 

299,133

 

182,354

Other

 

 

7,573

 

3,613

Total gaming revenue

 

$

386,925

$

231,177

 

 

 

 

 

 

Advertising revenue

 

 

 

 

 

Nordics

 

$

1,711

$

624

Other

 

 

17,671

 

15,243

Total advertising revenue

 

$

19,382

$

15,867

 

 

 

 

 

 

Total revenue

 

 

 

 

 

Western Europe

 

$

70,577

$

34,803

Central, Eastern and Southern Europe

 

 

9,642

 

10,407

Nordics

 

 

300,844

 

182,978

Other

 

 

25,244

 

18,856

Total revenue

 

$

406,307

$

247,044

Equipment

The Company's equipment is located as follows:

Net Book Value

 

March 31,

2012

 

December 31, 2011

 

 

 

 

 

Anguilla

$

1,199

$

1,308

Canada

 

7,940

 

8,374

United Kingdom

 

1,555

 

1,696

United States of America

 

3,161

 

3,449

 

$

13,855

$

14,827

10.         Concentrations

Major customers

For the quarter ended March 31, 2012, 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, a related party, to provide contracted services pursuant to its Partner Program. The Company has a receivable from Unibet of $297,446 as at March 31, 2012 (December 31, 2011 - $133,363).

During the quarter ended March 31, 2012 and 2011, the Company offered limited advertising. Therefore there were no advertising sales representing more than 10% of the total sales.

 Page 15

BINGO.COM, LTD. and Subsidiaries

Restated notes to Consolidated Financial Statements

Three months ended March 31, 2012 and 2011

(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 March 31, 2012, the Company had total cash balances of $673,999 (December 31, 2011 - $787,524) at financial institutions, where $252,314 (December 31, 2011 - $436,719) 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 March 31, 2012, the Company had one customer totaling $297,446, who accounted for total accounts receivable greater than 10%. As of December 31, 2011, the Company had one customers, totaling $133,363 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 16

 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/A for the fiscal year ended December 31, 2011.

FORWARD LOOKING STATEMENTS

All statements contained in this Quarterly Report on Form 10-Q/A 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/A for the year ended December 31, 2011, filed with the Securities and Exchange Commission (the "SEC") and should not place undue reliance on any forward-looking statements.

 Page 17

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.  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 bingo 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 was for 2 years and automatically extends for additional years unless written notice is provided. 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. As a member of the Partner Program, Bingo.com is not 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 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 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 March 31, 2012.

 Page 18

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 March 31, 2012, had an accumulated deficit of $15,944,519.

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, 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 19

RESULTS OF OPERATIONS

            Revenue

Total revenue for the quarter ended March 31, 2012, was $406,307, an increase of 64% from revenue of $247,044 for first quarter of 2011 and an increase of 4% from revenue of $389,390 in the fourth quarter of 2011. Gaming Revenue was $386,925, an increase of 67% in the quarter ended March 31, 2012, compared Gaming Revenue of $231,177 in the first quarter of 2011 and an 5% increase from revenue of $367,560 in the fourth quarter of 2011. This increase compared to the first and fourth quarter of fiscal 2011 is due an increase in the number of players as a result of our marketing campaigns. We earned advertising revenue of $19,382 in the quarter ended March 31, 2012, an increase of 22% from advertising revenue of $15,867 in the first quarter of 2011 and a decrease of 11% from advertising revenue of $21,830 in the fourth quarter of 2011.

            Sales and marketing expenses

Sales and marketing expenses decreased to $298,339 for the quarter ended March 31, 2012, a decrease of 40% over expenses of $496,679 in the first quarter of 2011 and an increase from expenses of $197,172 in the fourth quarter of 2011. Sales and marketing expenses principally include costs for signup bonuses, television marketing, Search Engine Optimization expenses, prizes for our players and other bonuses and incentives offered to gaming players. The decrease in sales and marketing expenses for the quarter ended March 31, 2012, compared to the first quarter of 2011 is due to the launch of an extensive television marketing campaign in the first quarter of fiscal 2011. The increase compared to the fourth quarter sales and marketing expenses is due to a larger more focused television campaign in the first quarter of fiscal 2012.

We expect to continue to incur sales and marketing expenses to increase traffic and, consequently, deposits to our web portal. These costs will include affiliate commissions, salaries, television and Internet based 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 $66,242 for the first quarter of 2012, a decrease of 12% from costs of $75,430 for the first quarter of 2011 and an increase of 39% from costs of $47,594 in the fourth quarter of 2011. General and administrative expenses have decreased in comparison to the prior year due to the restructuring program completed in June 2011. The increase in general and administrative expenses compared to the fourth quarter of fiscal 2011, is due to the increase in accruals for regulatory requirements. For example the 2011 Annual General Meeting.

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 decreased to $103,107 for the quarter ended March 31, 2012, compared to salaries, wages, consultants and benefits of $443,528 in the first quarter of 2011 and an increase over salaries, wages, consultants and benefits of $90,013 in the fourth quarter of 2011. The majority of the Company's salaries, wages, consultants and benefits are incurred in Canadian Dollars. This decrease compared to the first quarter of 2011, is due to the one time payment of severance to certain

 Page 20

members of our staff. The increase compared to the fourth quarter of 2011 is due to additional consulting expenses required in the first quarter of 2012.

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 $1,180 during the quarter ended March 31, 2012, a decrease over costs of $2,650 during the same quarter in the prior year and a decrease from costs of $1,691 in the fourth 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.

Income taxes

The Company incurred income tax expense of $60 during the quarter ended March 31, 2012, in relation to profits earned in its subsidiaries in different jurisdictions compared to taxation expense of $2,627 in the first quarter of fiscal 2011 and taxation expense of $1,041 in the fourth quarter of fiscal 2011. 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.

            Net loss and loss per share

Net loss for the three months ended March 31, 2012, amounted to $24,930, a loss of ($0.00) per share, a decrease in net loss of 97% compared to a net loss of $743,332, a loss of ($0.01) per share for the same period in 2011 and an increase in net loss of 181% compared to a net gain of $30,638 or gain of $0.00 per share in the fourth quarter of 2011. The decrease in net loss for the quarter ended March 31, 2012, compared to the first quarter of 2011, is due to the launch of the television marketing campaign and the one time severance payment to certain staff during the first quarter of 2011. The increase in net loss for the quarter ended March 31, 2012, compared to the fourth quarter of 2011, is due to the additional marketing expenses incurred in the first quarter of fiscal 2012.

LIQUIDITY AND CAPITAL RESOURCES

We had cash of $673,999 and positive working capital of $1,034,388 at March 31, 2012.  This compares to cash of $787,524 and positive working capital of $1,058,631 at December 31, 2011.

During the quarter ended March 31, 2012, we used cash of $113,525 from operating activities compared to using cash of $552,491 in the same period in the prior year and compared to using cash of $150,674 in the fourth 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 gaming operations and the possible acquisition of complementary businesses, products and technologies.

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 March 31, 2012. 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

 Page 21

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 March 31, 2012, 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 22

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 March 31, 2012. 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 unregistered sales of equity securities during the quarter ended March 31, 2012. 

ITEM 3.          Defaults Upon Senior Securities

Not applicable.

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

There were no matters submitted to the shareholders during the period.

ITEM 5.          Other Information

The Company did not enter any new reportable agreements during the quarter ended March 31, 2012.

 Page 23

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 August 9, 2012.

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 August 9, 2012.

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 August 9, 2012.

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 August 9, 2012.

(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 10, 2011

 Page 24

Reports on Form 8-K.

During the quarter ended March 31, 2012, we filed an 8-K for the Marketing Service Agreement with Unibet International Limited.

Reports Subsequent to the quarter ended March 31, 2012.

None

 Page 25

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:

August 9, 2012

 

BINGO.COM, LTD.

 

 

(Registrant)

Date:

August 9, 2012

           

            /S/ J.M. Williams

 

 

J. M. Williams, Chief Executive Officer, and President

(Principal Executive Officer)

Date:

August 9, 2012

 

 

            /S/ H. W. Bromley

 

 

H.W. Bromley, Chief Financial Officer

(Principal Accounting Officer)

 Page 26

EXHIBIT 31.1

CERTIFICATIONS

I, J. M. Williams, certify that:

1.    I have reviewed this quarterly report on Form 10-Q/A 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 March 31, 2012, 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: August 9, 2012

J. M. Williams,

Chief Executive Officer and President

(Principal Executive Officer)

 Page 27

EXHIBIT 31.2

CERTIFICATIONS

I, H. W. Bromley, certify that:

1.   I have reviewed this quarterly report on Form 10-Q/A 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 March 31, 2012, 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 9, 2012

H.W. Bromley,

Chief Financial Officer

(Principal Accounting Officer)
 

 Page 28

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/A for the period ended March 31, 2012, 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. Section1350, 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

                                                                        August 9, 2012

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 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/A for the period ended March 31, 2012, 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 9, 2012

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

PINX:BNGOF Quarterly Report 10-Q/A Filling

PINX:BNGOF Stock - Get Quarterly Report SEC Filing of PINX:BNGOF stocks, including company profile, shares outstanding, strategy, business segments, operations, officers, consolidated financial statements, financial notes and ownership information.

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PINX:BNGOF Quarterly Report 10-Q/A Filing - 3/31/2012
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