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  <p class="MsoBodyText" align="center" style="text-align:center"><b style="mso-bidi-font-weight:normal">UNITED STATES<br>
  SECURITIES AND EXCHANGE COMMISSION<br>
  Washington, D.C. 20549

  </b></p>
  <p class="MsoBodyText" align="center" style="text-align:center"><b style="mso-bidi-font-weight:normal">FORM S-8

  </b></p>
  <p class="MsoBodyText" align="center" style="margin-bottom:18.0pt;text-align:center"><b style="mso-bidi-font-weight:normal">REGISTRATION STATEMENT UNDER
  THE SECURITIES ACT OF 1933

  </b></p>
  <p class="MsoBodyText" align="center" style="text-align:center"><b style="mso-bidi-font-weight:normal">BINGO.COM, LTD.<br>
  </b><font size="2">(Exact name of
  registrant as specified in its charter)</font>

  </p>
  <table border="0" cellspacing="0" cellpadding="0" style="border-collapse:collapse;
 mso-table-layout-alt:fixed;mso-padding-alt:0cm 5.4pt 0cm 5.4pt">
    <tr>
      <td width="319" valign="top" style="width:239.4pt;padding:0cm 5.4pt 0cm 5.4pt">
        <p class="MsoBodyText" align="center" style="text-align:center"><b style="mso-bidi-font-weight:normal">Anguilla, B.W.I.</b><br>
        <font size="2">
        (State or
        other jurisdiction of incorporation or organization)</font>

        </p>
      </td>
      <td width="319" valign="top" style="width:239.4pt;padding:0cm 5.4pt 0cm 5.4pt">
        <p class="MsoBodyText" align="center" style="text-align:center"><b style="mso-bidi-font-weight:normal">98-0206369</b><br>
        <font size="2">
        (I.R.S.
        Employer Identification No.)</font>

        </p>
      </td>
    </tr>
  </table>
  <p class="MsoBodyText" align="center" style="text-align:center"><b style="mso-bidi-font-weight:normal">Spencer House, Box 821<br>
  The Valley, Anguilla, British West Indies<br>
  </b><font size="2">(Address of
  Principal Executive Offices and Zip Code)</font>

  </p>
  <p class="MsoBodyText" align="center" style="text-align:center"><b style="mso-bidi-font-weight:normal">1999 Stock Option Plan<br>
  2001 Stock Option Plan<br>
  2005 Stock Option Plan<br>
  </b><font size="2">(Full title of
  the plan(s))</font>

  </p>
  <p class="MsoBodyText" align="center" style="text-align:center"><b style="mso-bidi-font-weight:normal">Gerald R. Tuskey, Personal
  Law Corporation<br>
  Suite 1000, 409 Granville Street<br>
  Vancouver, British Columbia, Canada&nbsp; V6C
  1T2<br>
  </b><font size="2">(Name and
  address of agent for service)</font>

  </p>
  <p class="MsoBodyText" align="center" style="margin-top:0cm;margin-right:0cm;
margin-bottom:12.0pt;margin-left:0cm;text-align:center"><b style="mso-bidi-font-weight:
normal">604-681-9588<br>
  </b><font size="2">(Telephone
  number, including area code, of agent for service)</font>

  </p>
  <p class="MsoBodyText" align="center" style="margin-top:0cm;margin-right:0cm;
margin-bottom:6.0pt;margin-left:0cm;text-align:center">Copies
  of all communications, including all communications sent to the agent for
  service, should be sent to:

  </p>
  <p class="MsoBodyText" align="center" style="margin-top:0cm;margin-right:0cm;
margin-bottom:18.0pt;margin-left:0cm;text-align:center"><b style="mso-bidi-font-weight:
normal">Gerald R. Tuskey<br>
  Gerald R. Tuskey, Personal Law Corporation<br>
  Suite 1000, 409 Granville Street, Vancouver, British Columbia, Canada&nbsp;
  V6C 1T2<br>
  Telephone:&nbsp; 604.681-9588<br>
  <u>Facsimile:&nbsp; 604.688-4933</u></b>

  </p>
  <p class="MsoBodyText" align="center" style="text-align: center; border-bottom-style: solid; border-bottom-color: #808080; margin-left: 0cm; margin-right: 0cm; margin-top: 0cm; margin-bottom: 18.0pt">&nbsp;

  </p>
  <p class="MsoNormal" align="center" style="text-align:center"><b style="mso-bidi-font-weight:
normal">CALCULATION
  OF REGISTRATION FEE</b></p>
  <table border="1" cellspacing="0" cellpadding="0" style="border-collapse:collapse;
 border:none;mso-border-alt:solid windowtext .5pt;mso-padding-alt:0cm 5.4pt 0cm 5.4pt">
    <tr>
      <td width="211" valign="top" style="width:158.4pt;border:solid windowtext .5pt;
  padding:0cm 5.4pt 0cm 5.4pt">
        <p class="MsoNormal" style="margin-top: 0; margin-bottom: 0"><b style="mso-bidi-font-weight:normal">&nbsp;

        </b></p>
        <p class="MsoNormal" style="margin-top: 0; margin-bottom: 0"><b style="mso-bidi-font-weight:normal">Title
        of</b> <b style="mso-bidi-font-weight:normal">securities
        to</b> <b style="mso-bidi-font-weight:normal">be
        registered</b></p>
      </td>
      <td width="114" valign="top" style="width:85.15pt;border:solid windowtext .5pt;
  border-left:none;mso-border-left-alt:solid windowtext .5pt;padding:0cm 5.4pt 0cm 5.4pt">
        <p class="MsoNormal" style="margin-top: 0; margin-bottom: 0"><b style="mso-bidi-font-weight:normal">&nbsp;

        </b></p>
        <p class="MsoNormal" style="margin-top: 0; margin-bottom: 0"><b style="mso-bidi-font-weight:normal">&nbsp;</b><b style="mso-bidi-font-weight:normal">Amount
        to be

        </b></p>
        <p class="MsoNormal" style="margin-top: 0; margin-bottom: 0"><b style="mso-bidi-font-weight:normal">Registered
        (1)

        </b></p>
      </td>
      <td width="114" valign="top" style="width:85.85pt;border:solid windowtext .5pt;
  border-left:none;mso-border-left-alt:solid windowtext .5pt;padding:0cm 5.4pt 0cm 5.4pt">
        <p class="MsoNormal" style="margin-top: 0; margin-bottom: 0"><b style="mso-bidi-font-weight:normal">Proposed</b>
        <b style="mso-bidi-font-weight:normal">maximum</b></p>
        <p class="MsoNormal" style="margin-top: 0; margin-bottom: 0"><b style="mso-bidi-font-weight:normal">offering

        </b></p>
        <p class="MsoNormal" style="margin-top: 0; margin-bottom: 0"><b style="mso-bidi-font-weight:normal">price
        per share

        </b></p>
      </td>
      <td width="108" valign="top" style="width:81.0pt;border:solid windowtext .5pt;
  border-left:none;mso-border-left-alt:solid windowtext .5pt;padding:0cm 5.4pt 0cm 5.4pt">
        <p class="MsoNormal" style="margin-top: 0; margin-bottom: 0"><b style="mso-bidi-font-weight:normal">Proposed

        </b></p>
        <p class="MsoNormal" style="margin-top: 0; margin-bottom: 0"><b style="mso-bidi-font-weight:normal">Maximum

        </b></p>
        <p class="MsoNormal" style="margin-top: 0; margin-bottom: 0"><b style="mso-bidi-font-weight:normal">aggregate

        </b></p>
        <p class="MsoNormal" style="margin-top: 0; margin-bottom: 0"><b style="mso-bidi-font-weight:normal">offering
        price

        </b></p>
      </td>
      <td width="90" valign="top" style="width:67.5pt;border:solid windowtext .5pt;
  border-left:none;mso-border-left-alt:solid windowtext .5pt;padding:0cm 5.4pt 0cm 5.4pt">
        <p class="MsoNormal" style="margin-top: 0; margin-bottom: 0"><b style="mso-bidi-font-weight:normal">Amount
        of

        </b></p>
        <p class="MsoNormal" style="margin-top: 0; margin-bottom: 0"><b style="mso-bidi-font-weight:normal">registration

        </b></p>
        <p class="MsoNormal" style="margin-top: 0; margin-bottom: 0"><b style="mso-bidi-font-weight:normal">fee

        </b></p>
      </td>
    </tr>
    <tr>
      <td width="211" valign="top" style="width:158.4pt;border:solid windowtext .5pt;
  border-top:none;mso-border-top-alt:solid windowtext .5pt;padding:0cm 5.4pt 0cm 5.4pt">
        <p class="MsoHeader" style="tab-stops:36.0pt">Common
        stock, no par value, issuable upon the exercise of options that may be
        granted under the 1999, 2001 and 2005 Stock Option Plans</p>
      </td>
      <td width="114" valign="top" style="width:85.15pt;border-top:none;border-left:
  none;border-bottom:solid windowtext .5pt;border-right:solid windowtext .5pt;
  mso-border-top-alt:solid windowtext .5pt;mso-border-left-alt:solid windowtext .5pt;
  padding:0cm 5.4pt 0cm 5.4pt">
        <p class="MsoNormal" align="center" style="text-align: center; margin-top: 0; margin-bottom: 0">7,120,000</p>
        <p class="MsoNormal" align="center" style="text-align: center; margin-top: 0; margin-bottom: 0">shares</p>
      </td>
      <td width="114" valign="top" style="width:85.85pt;border-top:none;border-left:
  none;border-bottom:solid windowtext .5pt;border-right:solid windowtext .5pt;
  mso-border-top-alt:solid windowtext .5pt;mso-border-left-alt:solid windowtext .5pt;
  padding:0cm 5.4pt 0cm 5.4pt">
        <p class="MsoNormal" align="center" style="text-align: center; margin-top: 0; margin-bottom: 0">$0.94
        (2)</p>
      </td>
      <td width="108" valign="top" style="width:81.0pt;border-top:none;border-left:
  none;border-bottom:solid windowtext .5pt;border-right:solid windowtext .5pt;
  mso-border-top-alt:solid windowtext .5pt;mso-border-left-alt:solid windowtext .5pt;
  padding:0cm 5.4pt 0cm 5.4pt">
        <p class="MsoNormal" align="center" style="text-align: center; margin-top: 0; margin-bottom: 0">$6,692,800</p>
      </td>
      <td width="90" valign="top" style="width:67.5pt;border-top:none;border-left:none;
  border-bottom:solid windowtext .5pt;border-right:solid windowtext .5pt;
  mso-border-top-alt:solid windowtext .5pt;mso-border-left-alt:solid windowtext .5pt;
  padding:0cm 5.4pt 0cm 5.4pt">
        <p class="MsoNormal" align="center" style="text-align:center">$787.74</p>
      </td>
    </tr>
  </table>
  <p class="MsoNormal">&nbsp;(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  Pursuant to Rule 416(c), this Registration Statement also registers
  such additional shares of common stock as may become issuable pursuant to the
  anti-dilution provisions of the 1999, 2001 and 2005 Stock Option Plans.

  </p>
  <p class="MsoBodyTextIndent">(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  Based on the last sale price of a share of our common stock as reported
  by The Nasdaq OTC Bulletin Board on June 23,
  2005 in accordance with Rule 457(c) promulgated under the Securities Act of
  1933, as amended.

  </p>
  <p class="MsoNormal">
In accordance with the provisions of Rule 462 promulgated under the
  Securities Act of 1933, this registration statement will become effective upon
  filing with the Securities and Exchange Commission.

  </p>
  <p class="MsoNormal" align="center" style="text-align:center"><b style="mso-bidi-font-weight:
normal">PART
  I

  </b></p>
  <p class="MsoNormal" align="center" style="text-align:center"><b style="mso-bidi-font-weight:
normal">INFORMATION
  REQUIRED IN THE SECTION 10(a) PROSPECTUS

  </b></p>
  <p class="MsoNormal"><u>
Item 1.&nbsp; Plan Information

  </u></p>
  <p class="DefinitionTerm">We will send or make available the documents containing
  the information specified in Part I of Form S-8 to individuals who participate
  in our 1999, 2001 and 2005 Stock Option Plans.&nbsp;
  Copies of the 1999, 2001 and 2005 Stock Option Plans are attached as
  Exhibits 4.1, 4.2 and 4.3 to this Form S-8.&nbsp; The form of Stock Option Agreement for use under the 1999, 2001 and
  2005 Stock Option Plans are attached as Exhibits 4.4, 4.5 and 4.6 to this Form
  S-8.

  </p>
  <p class="MsoNormal">
This registration statement relates to a maximum of 7,120,000 common
  shares in the capital of our company issuable upon the exercise of options
  granted under the 1999, 2001 and 2005 Stock Option Plans.

  </p>
  <p class="MsoNormal"><u>
Item 2.&nbsp; Registrant
  Information and Employee Plan Annual Information

  </u></p>
  <p class="MsoNormal">We will provide, without charge, to each person to whom a copy of the
  Section 10(a) prospectus is delivered, upon oral or written request, a copy of
  any or all documents incorporated by reference in Item 3 of Part II of this
  registration statement (which documents are incorporated by reference in the
  Section 10(a) prospectus).&nbsp; Requests
  should be directed to the Corporate Secretary, Bingo.com, Ltd.

  </p>
  <p class="MsoBodyText" align="center" style="text-align: center; border-bottom-style: solid; border-bottom-color: #808080; margin-left: 0cm; margin-right: 0cm; margin-top: 0cm; margin-bottom: 18.0pt">Page
  2

  </p>
  <p class="MsoPlainText" align="center" style="text-align:center"><b style="mso-bidi-font-weight:normal">REOFFER PROSPECTUS


  </b></p>
  <p class="MsoPlainText" align="center" style="text-align:center">The date of this prospectus is
  June 24, 2005

  </p>
  <p class="MsoPlainText" align="center" style="text-align:center"><b style="mso-bidi-font-weight:normal">BINGO.COM, LTD.

  </b></p>
  <p class="MsoPlainText" align="center" style="text-align:center"><b style="mso-bidi-font-weight:normal">Spencer House, Box 821</b><b style="mso-bidi-font-weight:
normal"><br>
  The Valley, Anguilla, British West Indies<br>
  </b><b style="mso-bidi-font-weight:normal">Telephone:&nbsp; (264) 497-8129


  </b></p>
  <p class="MsoPlainText" align="center" style="text-align:center">625,850 Shares of Common Stock

  </p>
  <p class="MsoPlainText">This
  reoffer prospectus relates to a maximum of 625,850 shares of our common stock
  which may be offered and resold from time to time by the selling stockholders
  identified in this reoffer prospectus.&nbsp; It
  is anticipated that the selling stockholders will offer shares for sale at
  prevailing prices on the OTC Bulletin Board on the date of sale.&nbsp;
  We will receive no part of the proceeds from sales made under this
  reoffer prospectus.&nbsp; The selling
  stockholders will bear all sales commissions and similar expenses.&nbsp; Any other expenses incurred by us in connection with this registration
  statement and offering and not borne by the selling stockholders will be borne
  by us.

  </p>
  <p class="MsoPlainText">The
  selling stockholders and any brokers executing selling orders on his behalf
  may be deemed to be &quot;underwriters&quot; within the meaning of the
  Securities Act of 1933, in which event commissions received by such brokers
  may be deemed to be underwriting commissions under the Securities Act of 1933.

  </p>
  <p class="MsoPlainText">Our
  common shares are quoted on the OTC Bulletin Board under the trading symbol
  &quot;BNGOF".&nbsp; On June 23, 2005, the last reported closing
  price of our common stock was $0.94 per share on the OTCBB.

  </p>
  <p class="MsoPlainText">Our
  principal executive offices are located at Spencer House, Box 821, The Valley,
  Anguilla, B.W.I. and our telephone number is (264) 497-8129.

  </p>
  <p class="MsoPlainText"><b style="mso-bidi-font-weight:normal">The common shares offered
  pursuant to this registration statement involve a high degree of risk.&nbsp; See &quot;Risk Factors&quot; on page 6 of this reoffer
  prospectus.

  </b></p>
  <p class="MsoPlainText">NEITHER
  THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS
  APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR
  ADEQUACY OF THIS PROSPECTUS.&nbsp; ANY
  REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.&nbsp;

  </p>
  <p class="MsoBodyText" align="center" style="text-align: center; border-bottom-style: solid; border-bottom-color: #808080; margin-left: 0cm; margin-right: 0cm; margin-top: 0cm; margin-bottom: 18.0pt">Page
  3

  </p>

  <p class="MsoPlainText" align="center" style="text-align:center;tab-stops:dotted 454.5pt"><b style="mso-bidi-font-weight:normal">REOFFER PROSPECTUS

  </b></p>
  <p class="MsoPlainText" align="center" style="text-align:center;tab-stops:dotted 454.5pt"><b style="mso-bidi-font-weight:normal">TABLE OF CONTENTS

  </b></p>
  <table border="0" cellpadding="0" cellspacing="0" width="100%">
    <tr>
      <td width="87%">
  PROSPECTUS SUMMARY</td>
      <td width="13%" align="center">5</td>
    </tr>
    <tr>
      <td width="87%" bgcolor="#66FFCC">&nbsp;</td>
      <td width="13%" align="center" bgcolor="#66FFCC">&nbsp;</td>
    </tr>
    <tr>
      <td width="87%">THE
  OFFERING</td>
      <td width="13%" align="center">5</td>
    </tr>
    <tr>
      <td width="87%" bgcolor="#66FFCC">&nbsp;</td>
      <td width="13%" align="center" bgcolor="#66FFCC">&nbsp;</td>
    </tr>
    <tr>
      <td width="87%">OUR
  COMPANY</td>
      <td width="13%" align="center">5</td>
    </tr>
    <tr>
      <td width="87%" bgcolor="#66FFCC">&nbsp;</td>
      <td width="13%" align="center" bgcolor="#66FFCC">&nbsp;</td>
    </tr>
    <tr>
      <td width="87%">OUR BUSINESS</td>
      <td width="13%" align="center">5</td>
    </tr>
    <tr>
      <td width="87%" bgcolor="#66FFCC">&nbsp;</td>
      <td width="13%" align="center" bgcolor="#66FFCC">&nbsp;</td>
    </tr>
    <tr>
      <td width="87%">FORWARD
  LOOKING STATEMENTS</td>
      <td width="13%" align="center">6</td>
    </tr>
    <tr>
      <td width="87%" bgcolor="#66FFCC">&nbsp;</td>
      <td width="13%" align="center" bgcolor="#66FFCC">&nbsp;</td>
    </tr>
    <tr>
      <td width="87%">RISK
  FACTORS</td>
      <td width="13%" align="center">6</td>
    </tr>
    <tr>
      <td width="87%" bgcolor="#66FFCC">&nbsp;</td>
      <td width="13%" align="center" bgcolor="#66FFCC">&nbsp;</td>
    </tr>
    <tr>
      <td width="87%">INFORMATION
  ABOUT THE OFFERING</td>
      <td width="13%" align="center">14</td>
    </tr>
    <tr>
      <td width="87%" bgcolor="#66FFCC">&nbsp;</td>
      <td width="13%" align="center" bgcolor="#66FFCC">&nbsp;</td>
    </tr>
    <tr>
      <td width="87%">USE
  OF PROCEEDS</td>
      <td width="13%" align="center">14</td>
    </tr>
    <tr>
      <td width="87%" bgcolor="#66FFCC">&nbsp;</td>
      <td width="13%" align="center" bgcolor="#66FFCC">&nbsp;</td>
    </tr>
    <tr>
      <td width="87%">SELLING STOCKHOLDERS</td>
      <td width="13%" align="center">14</td>
    </tr>
    <tr>
      <td width="87%" bgcolor="#66FFCC">&nbsp;</td>
      <td width="13%" align="center" bgcolor="#66FFCC">&nbsp;</td>
    </tr>
    <tr>
      <td width="87%">PLAN
  OF DISTRIBUTION</td>
      <td width="13%" align="center">15</td>
    </tr>
    <tr>
      <td width="87%" bgcolor="#66FFCC">&nbsp;</td>
      <td width="13%" align="center" bgcolor="#66FFCC">&nbsp;</td>
    </tr>
    <tr>
      <td width="87%">EXPERTS</td>
      <td width="13%" align="center">16</td>
    </tr>
    <tr>
      <td width="87%" bgcolor="#66FFCC">&nbsp;</td>
      <td width="13%" align="center" bgcolor="#66FFCC">&nbsp;</td>
    </tr>
    <tr>
      <td width="87%">LEGAL MATTERS</td>
      <td width="13%" align="center">17</td>
    </tr>
    <tr>
      <td width="87%" bgcolor="#66FFCC">&nbsp;</td>
      <td width="13%" align="center" bgcolor="#66FFCC">&nbsp;</td>
    </tr>
    <tr>
      <td width="87%">MATERIAL CHANGES</td>
      <td width="13%" align="center">17</td>
    </tr>
    <tr>
      <td width="87%" bgcolor="#66FFCC">&nbsp;</td>
      <td width="13%" align="center" bgcolor="#66FFCC">&nbsp;</td>
    </tr>
    <tr>
      <td width="87%">INCORPORATION
  OF DOCUMENTS BY REFERENCE</td>
      <td width="13%" align="center">17</td>
    </tr>
    <tr>
      <td width="87%" bgcolor="#66FFCC">&nbsp;</td>
      <td width="13%" align="center" bgcolor="#66FFCC">&nbsp;</td>
    </tr>
    <tr>
      <td width="87%">AVAILABLE
  INFORMATION</td>
      <td width="13%" align="center">17</td>
    </tr>
    <tr>
      <td width="87%" bgcolor="#66FFCC">&nbsp;</td>
      <td width="13%" align="center" bgcolor="#66FFCC">&nbsp;</td>
    </tr>
    <tr>
      <td width="87%">DISCLOSURE
  OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES</td>
      <td width="13%" align="center">17</td>
    </tr>
    <tr>
      <td width="87%" bgcolor="#66FFCC">&nbsp;</td>
      <td width="13%" align="center" bgcolor="#66FFCC">&nbsp;</td>
    </tr>
    <tr>
      <td width="87%">SIGNATURES</td>
      <td width="13%" align="center">21</td>
    </tr>
  </table>
  <p class="MsoToc1">&nbsp;

  </p>
  <p class="MsoBodyText" align="center" style="text-align: center; border-bottom-style: solid; border-bottom-color: #808080; margin-left: 0cm; margin-right: 0cm; margin-top: 0cm; margin-bottom: 18.0pt">Page
  4

  </p>

<p align="center"><b>PROSPECTUS SUMMARY</b></p>
<p class="MsoNormal">
The following summary is qualified in its entirety by the more detailed
information and financial statements and notes thereto appearing elsewhere in
this reoffer prospectus.&nbsp; Consequently,
this summary does not contain all of the information that you should consider
before investing in our common stock.&nbsp; You
should carefully read the entire reoffer prospectus, including the &quot;Risk
Factors&quot; section, and the documents and information incorporated by
reference into this reoffer prospectus.

</p>
<p align="center"><b>THE OFFERING</b></p>
<table border="0" cellspacing="0" cellpadding="0" style="border-collapse:collapse;
 mso-padding-alt:0cm 5.4pt 0cm 5.4pt">
  <tr>
    <td width="217" valign="top" style="width:162.9pt;padding:0cm 5.4pt 0cm 5.4pt">
      <p class="MsoNormal">
  Presently Outstanding Number of Shares:

      </p>
    </td>
    <td width="408" valign="top" style="width:306.0pt;padding:0cm 5.4pt 0cm 5.4pt">
      <p class="MsoNormal">
  26,594,603

      </p>
    </td>
  </tr>
  <tr>
    <td width="217" valign="top" style="width:162.9pt;padding:0cm 5.4pt 0cm 5.4pt">
      <p class="MsoNormal">
  Securities being registered:

      </p>
    </td>
    <td width="408" valign="top" style="width:306.0pt;padding:0cm 5.4pt 0cm 5.4pt">
      <p class="MsoNormal">
  625,850 shares of common stock held by existing shareholders and
      acquired on the exercise of stock options.

      </p>
    </td>
  </tr>
  <tr>
    <td width="217" valign="top" style="width:162.9pt;padding:0cm 5.4pt 0cm 5.4pt">
      <p class="MsoNormal">
  Securities Issued:

      </p>
      <p class="MsoNormal">&nbsp;

      </p>
    </td>
    <td width="408" valign="top" style="width:306.0pt;padding:0cm 5.4pt 0cm 5.4pt">
      <p class="MsoNormal">
  The 625,850 shares of common stock to be registered under this
      prospectus are already issued and may be sold by existing shareholders.

      </p>
    </td>
  </tr>
  <tr>
    <td width="217" valign="top" style="width:162.9pt;padding:0cm 5.4pt 0cm 5.4pt">
      <p class="MsoNormal">
  Use of Proceeds:

      </p>
    </td>
    <td width="408" valign="top" style="width:306.0pt;padding:0cm 5.4pt 0cm 5.4pt">
      <p class="MsoNormal">
  We will not receive any proceeds from the sale of shares sold by the
      selling shareholders.

      </p>
    </td>
  </tr>
  <tr>
    <td width="217" valign="top" style="width:162.9pt;padding:0cm 5.4pt 0cm 5.4pt">
      <p class="MsoNormal">
  OTC Bulletin Board Symbol:

      </p>
    </td>
    <td width="408" valign="top" style="width:306.0pt;padding:0cm 5.4pt 0cm 5.4pt">
      <p class="MsoNormal">
  BNGOF

      </p>
    </td>
  </tr>
</table>
<p class="MsoNormal"><u>
Expiration Date

</u></p>
<p class="MsoNormal">
This offering will expire 24 months from the effective date of this
prospectus.

</p>
<p align="center"><b>OUR COMPANY</b></p>
<p class="MsoNormal">
Our company, Bingo.com, Ltd., was incorporated on September 30, 2004,
under the International Business Companies Act of Anguilla, B.W.I.&nbsp;
From the date of its incorporation until April 5, 2005, our Company
existed solely as a wholly-owned subsidiary of Bingo.com, Inc., a publicly
traded, Florida corporation.&nbsp; On
April 6, 2005, our Company merged with its parent company, Bingo.com, Inc. and
our Company was the surviving corporation of the merger.&nbsp;
Our Company assumed all of the assets and liabilities of Bingo.com, Inc.
upon the effective date of the merger.&nbsp; The
management team, assets, liabilities and business of Bingo.com, Inc. became the
management team, assets, liabilities and business of our Company upon the
effective date of the merger.&nbsp; The
principal reason for our merger with Bingo.com, Inc. was to facilitate the
re-incorporation of Bingo.com, Inc. under the International Business Companies
Act of Anguilla, B.W.I.

</p>
<p class="MsoNormal">
Our registered offices are located at Spencer House, Box 821, The
Valley, Anguilla, British West Indies.&nbsp; Our
telephone number is (264) 497-8129.

</p>
<p class="MsoNormal">
We have not been involved in any bankruptcy, receivership or similar
proceedings.

</p>
<p class="MsoNormal">
All dollar amounts in this prospectus are U.S. dollars.

</p>
<p align="center"><b>OUR BUSINESS</b></p>
<p class="MsoBodyText2">Our Company is in the business of
developing and operating a bingo based web portal designed to provide a variety
of free and cash games and other forms of entertainment, including an online&nbsp;</p>
  <p class="MsoBodyText" align="center" style="text-align: center; border-bottom-style: solid; border-bottom-color: #808080; margin-left: 0cm; margin-right: 0cm; margin-top: 0cm; margin-bottom: 18.0pt">Page
  5

  </p>
<p class="MsoBodyText2">community, chat rooms, contests, sweepstakes, tournaments, and more.&nbsp;
Our Company envisions becoming the pre-eminent bingo-based web portal on
the Internet, using its bingo.com domain name and incorporating a variety of
games and content to attract and retain a large number of subscribers.&nbsp;
Our Company's existing website has attracted over 1,200,000 registered
users and served over 3,000,000,000 bingo cards since its inception.&nbsp;
As there are a fixed number of bingo cards (3) per player in our free
games, the total number of cards served provides a direct correlation to the
number of games played (over 1,000,000,000) and a general indication of the
levels of Internet traffic generated by our company's website.&nbsp;
The levels of Internet traffic have a direct impact on our company's
revenues as, generally, the greater the Internet traffic, the greater the
numbers of advertisements served.&nbsp; Our
Company intends to continue to build on this subscriber base to further develop
its online presence.</p>
<p class="MsoNormal">
We filed our Form 10 with the Securities and Exchange Commission on June
9, 1999.&nbsp; On March 19, 1997, our
common stock was approved for trading on the OTCBB under the symbol "PGLB".&nbsp;
In January 1999, when we changed our name to Bingo.com, Inc., our OTCBB
symbol was changed to "BIGG".&nbsp; On
July 26, 1999, we changed our trading symbol from "BIGG" to "BIGR".&nbsp; On April 6, 2005, Bingo.com, Inc. effected a merger with Bingo.com, Ltd.
and as a result of the merger, our OTCBB symbol was changed to "BNGOF ".

</p>
<p align="center"><b>FORWARD LOOKING STATEMENTS</b></p>
<p class="MsoBodyText2">This reoffer prospectus contains
forward-looking statements as that term is defined in the Private Securities
Litigation Reform Act of 1995.&nbsp; These
statements relate to future events or our future financial performance.&nbsp;
In some cases, you can identify forward-looking statements by terminology
such as &quot;may&quot;, &quot;will&quot;, &quot;should&quot;,
&quot;expects&quot;, &quot;plans&quot;, &quot;anticipates&quot;,
&quot;believes&quot;, &quot;estimates&quot;, &quot;predicts&quot;,
&quot;potential&quot; or &quot;continue&quot; or the negative of these terms or
other comparable terminology.&nbsp; These
statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks in the section entitled
&quot;Risk Factors&quot;, that may cause our or our industry's actual results,
levels of activity, performance or achievements to be materially different from
any future results, levels of activity, performance or achievements expressed or
implied by these forward-looking statements.</p>
<p class="MsoNormal">
Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements.&nbsp; Except as required by applicable law, including the
securities laws of the United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual results.

</p>
<p class="MsoNormal">
As used in this reoffer prospectus, the terms &quot;we&quot;,
&quot;us&quot;, &quot;our&quot; and &quot;Company&quot; means Bingo.com, Ltd.
and our subsidiaries, unless otherwise indicated.

</p>
<p align="center"><b>RISK FACTORS</b></p>
<p class="MsoBodyText2">Much of the information included in
this registration statement includes or is based upon estimates, projections or
other &quot;forward looking statements&quot;.&nbsp;
Such forward looking statements include any projections or estimates made
by us and our management in connection with our business operations.&nbsp; While these forward-looking statements, and any assumptions upon which
they are based, are made in good faith and reflect our current judgment
regarding the direction of our business, actual results will almost always vary,
sometimes materially, from any estimates, predictions, projections, assumptions
or other future performance suggested herein.</p>
<p class="MsoNormal">Those forward-looking statements also involve
certain risks and uncertainties.&nbsp; Factors,
risks and uncertainties that could cause or contribute to such differences
include those specific risks and uncertainties discussed below and those
discussed in our Annual Report on Form 10-KSB, filed with the Securities and
Exchange Commission on March 21, 2005.&nbsp; The
cautionary statements made in this&nbsp;

</p>
  <p class="MsoBodyText" align="center" style="text-align: center; border-bottom-style: solid; border-bottom-color: #808080; margin-left: 0cm; margin-right: 0cm; margin-top: 0cm; margin-bottom: 18.0pt">Page
  6

  </p>
<p class="MsoNormal"> document should be read as being applicable
to all related forward-looking statements wherever they appear in this document.

</p>
<p class="MsoBodyText2">Our common shares are considered
speculative during the development of our new business operations. Prospective
investors should consider carefully the risk factors set out below.</p>
<p class="MsoNormal"><b style="mso-bidi-font-weight:normal"><u>Risks
Related to Our Business

</u></b></p>
<p class="MsoNormal"><b style="mso-bidi-font-weight:normal"><i style="mso-bidi-font-style:
normal">We
have a limited operating history and a history of losses and expect future
losses, and there can be no assurances that we will achieve and sustain
profitability.

</i></b></p>
<p class="MsoNormal">
We have incurred significant net losses and negative cash flow from
operations since our inception.&nbsp; We
incurred net losses of ($968,708) in fiscal 2002, ($235,491) in fiscal 2003 and
($71,640) in fiscal 2004 and net profit of $32,209 in the first quarter of 2005.&nbsp;
As of March 31, 2005, we had an accumulated deficit of $9,449,165, and
during the quarter ended March 31, 2005, we provided cash of $61,435 in
operating activities (during the year ended December 31, 2004, we provided cash
of $190,884, in 2003 fiscal year we provided cash of $58,749 and in 2002 fiscal
year we used cash of $95,275).&nbsp; Although
we reduced our operating costs and our cash utilization rate significantly and
increased our revenues during the first quarter of 2005 and the 2004 and 2003
fiscal years, we will continue to incur sales and marketing and general and
administrative expenses in the future.&nbsp; As
a result, we may incur losses in the future and will need to generate higher
revenues in order to achieve sustainable profitability.

</p>
<p class="MsoNormal">
We may not be able to generate sufficient revenue to entirely support
our operations in fiscal 2005 due to a number of factors including, among
others:

</p>
<p class="MsoNormal" style="margin-left:72.0pt;text-indent:-36.0pt">-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
the cost of promoting and marketing our bingo portal, especially the cost
of advertising the bingo for cash site;

</p>
  <p class="MsoNormal" style="margin-left:72.0pt;text-indent:-36.0pt">-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  the general demand for online advertising may decrease, as may
advertising rates, which would impact our advertising revenue;

</p>
  <p class="MsoNormal" style="margin-left:72.0pt;text-indent:-36.0pt">-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  the costs associated with developing our software and technologies,
installing equipment and expanding our facilities;

</p>
  <p class="MsoNormal" style="margin-left:72.0pt;text-indent:-36.0pt">-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  the costs associated with hiring and retaining experienced management and
staff for our operations.

</p>
  <p class="MsoNormal" style="margin-left:72.0pt;text-indent:-36.0pt;mso-list:l19 level1 lfo39;
tab-stops:list 72.0pt">-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  the impact of government legislation on our advertisers and the bingo
for cash site.

</p>
  <p class="MsoNormal" style="margin-left:72.0pt;text-indent:-36.0pt;mso-list:l19 level1 lfo39;
tab-stops:list 72.0pt">-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the possible lack of demand and deposits in our cash bingo site.

</p>
<p class="MsoNormal"><b style="mso-bidi-font-weight:normal"><i style="mso-bidi-font-style:
normal">We
are subject to risks and challenges frequently encountered by early stage
companies engaged in early stage enterprises and Internet commerce.

</i></b></p>
<p class="MsoNormal">
We face risks, uncertainties, expenses and difficulties frequently
encountered by companies in their early stages of development that may be using
new and unproven business models, particularly companies engaged in Internet
commerce.

</p>
<p class="MsoNormal">
These risks include:

</p>
<p class="MsoNormal" style="margin-left:72.0pt;text-indent:-36.0pt">-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
our revenue forecasts may be incorrect because of our limited experience
selling our products and services;

</p>
<p class="MsoNormal" style="margin-left:72.0pt;text-indent:-36.0pt">-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
our ability to generate revenues will depend on selling advertising and
attracting players for the bingo for cash games on a website focused on bingo
entertainment;

</p>
<p class="MsoNormal" style="margin-left:72.0pt;text-indent:-36.0pt">-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
as our business grows and the expectations of our customers increase, we
must develop and upgrade our infrastructure, including internal controls,
transaction processing capacity, data storage and retrieval systems and website
to remain competitive.&nbsp; We may not
have the capital resources to do so;

</p>
  <p class="MsoBodyText" align="center" style="text-align: center; border-bottom-style: solid; border-bottom-color: #808080; margin-left: 0cm; margin-right: 0cm; margin-top: 0cm; margin-bottom: 18.0pt">Page
  7

  </p>
<p class="MsoNormal" style="margin-left:72.0pt;text-indent:-36.0pt">&nbsp;

</p>
<p class="MsoNormal" style="margin-left:72.0pt;text-indent:-36.0pt">-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
we compete with a number of larger competitors, such as Electronic Arts
(Pogo.com), Yahoo! and Cyberbingo, with greater financial, capital, technical,
marketing and human resources and experience than us;

</p>
<p class="MsoNormal" style="margin-left:72.0pt;text-indent:-36.0pt">-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
we may not be able to continue to offer new and exciting content that is
attractive and compelling to existing users;

</p>
<p class="MsoNormal" style="margin-left:72.0pt;text-indent:-36.0pt">-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
our business is dependent upon the Internet for commerce and growth;

</p>
  <p class="MsoNormal" style="margin-left:72.0pt;text-indent:-36.0pt;mso-list:l19 level1 lfo39;
tab-stops:list 72.0pt">-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  general economic conditions could change and adversely affect our
business;

</p>
  <p class="MsoNormal" style="margin-left:72.0pt;text-indent:-36.0pt;mso-list:l19 level1 lfo39;
tab-stops:list 72.0pt">-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  licensing regulations could change affecting our ability to offer bingo
for cash.

</p>
<p class="MsoNormal"><b style="mso-bidi-font-weight:normal"><i style="mso-bidi-font-style:
normal">We
are substantially dependent on third parties for most aspects of our business.

</i></b></p>
<p class="MsoNormal">
We have chosen to pursue a strategy whereby we have outsourced many of
our mission-critical business functions, including website hosting, and serving,
and web server collocation.&nbsp; Most of
these functions are performed by a limited number of small companies.&nbsp; As a result, we face increased risk that our business could be
interrupted by the failure of any one of our key vendors or suppliers, and such
an interruption could have a material impact on our financial position and
results of operations.

</p>
<p class="MsoNormal"><b style="mso-bidi-font-weight:normal"><i style="mso-bidi-font-style:
normal">We
will need additional capital to continue to operate our business.

</i></b></p>
<p class="MsoNormal">
We have just recently achieved profitable operations but are not ensured
of a long-term source of consistent and reliable revenue.&nbsp;
As of March 31, 2005, we had $157,337 in cash (December 31, 2004, -
$74,032 and December 31, 2003, $34,046). &nbsp;Although
our cash flow is improving, we may need to obtain additional financing to grow
our operations for the duration of 2005.&nbsp; We
are constantly looking for new sources of revenue that will help fund our
business.&nbsp; There can be no assurances that this will be achieved.

</p>
<p class="MsoNormal">
If we successfully raise additional funds through the issuance of debt,
we will be required to service that debt and are likely to become subject to
restrictive covenants and other restrictions contained in the instruments
governing that debt, which may limit our operational flexibility.&nbsp;
We raised $1,004,750 on April 7, 2005, via a private placement of our
securities under Regulation S.&nbsp; If
we raise additional funds through further issuances of equity securities, then
those securities may have rights, preferences or privileges senior to the rights
of holders of our common stock, and holders of our common stock will experience
dilution.

</p>
<p class="MsoNormal">
We cannot be certain that such additional debt or equity financing will
be available to us on favorable terms when required, or at all.&nbsp; If we cannot raise funds in a timely manner, or on acceptable terms, we
may not be able to promote our brand, develop or enhance our products and
services, take advantage of future opportunities or respond to competitive
pressures or unexpected requirements, and we may be required to reduce or limit
operations.

</p>
<p class="MsoNormal"><b style="mso-bidi-font-weight:normal"><i style="mso-bidi-font-style:
normal">If
our key personnel leave the Company, our ability to succeed will be adversely
affected

</i></b></p>
<p class="MsoNormal">
The future success of the Company will depend on certain key management,
marketing, sales and technical personnel.&nbsp; We are currently dependent on our President and Chief
Executive Officer, T. M. Williams, for the success of the business.&nbsp;
We also rely upon consultants and advisors who are not employees.&nbsp;
The loss of key personnel could have a material adverse effect on our
operations.&nbsp; We do not maintain
key-man life insurance on any of our key personnel.&nbsp;
The inability to attract, retain and motivate highly skilled personnel
required for expansion of operations and development of technologies could
adversely affect our business, financial condition and results of operations.&nbsp;
We cannot assure you that we will be able to retain our existing
personnel or attract additional, qualified persons when required and on
acceptable terms.&nbsp;

</p>
  <p class="MsoBodyText" align="center" style="text-align: center; border-bottom-style: solid; border-bottom-color: #808080; margin-left: 0cm; margin-right: 0cm; margin-top: 0cm; margin-bottom: 18.0pt">Page
  8

  </p>
<p class="MsoNormal">&nbsp;

</p>
<p class="MsoNormal"><b style="mso-bidi-font-weight:normal"><i style="mso-bidi-font-style:
normal">The
effect of the proposed "Unlawful Internet Gambling Funding Prohibition Act".

</i></b></p>
<p class="MsoNormal">
During the 2003 fiscal year, the House Judiciary Committee of the US
Government approved HR21 &quot;Unlawful Internet Gambling Funding Prohibition
Act&quot;.&nbsp; This bill creates a new
crime of accepting financial instruments, such as credit cards or electronic
fund transfers, for debts incurred in illegal Internet gambling.&nbsp;
The bill enables state and federal Attorneys General to request that
injunctions be issued to any party, such as financial institutions and Internet
Service Providers, to assist in the prevention or restraint of illegal Internet
gambling.&nbsp; This bill still needs to
be ratified by the Senate before it becomes passed as law.&nbsp; While the legal status of Internet gambling is unclear in many
jurisdictions at this time, many of our advertisers including the Company's
bingo for cash games may be affected by this bill should it become law, or any
other similar bill and therefore the Company's revenue stream may be affected.

</p>
<p class="MsoNormal"><b style="mso-bidi-font-weight:normal"><i style="mso-bidi-font-style:
normal">The
effect of United States Government Action against Websites publishing
advertising for Internet gambling operators.

</i></b></p>
<p class="MsoNormal">

</p>
<p class="MsoNormal">
Current anti-Internet gambling sentiment in the United States appears to
be expanding to include taking action against "publisher" websites based in
the United States.&nbsp; Any website
which accepts advertising from Internet gambling websites is potentially at
risk.&nbsp; In 2003, the United States
government started a grand jury investigation, led by the United States
attorney's office in St. Louis, to look into American companies working with
offshore casinos.&nbsp; In April 2004,
United States marshals seized approximately $3 million in advertising proceeds
paid by an offshore casino to Discovery Networks under an "aiding and
abetting" legal theory.&nbsp; Many of
our advertisers, including the Company's bingo for cash site, may be affected
by these actions and therefore the Company's revenue stream may be affected.

</p>
<p class="MsoNormal"><b style="mso-bidi-font-weight:normal"><i style="mso-bidi-font-style:
normal">We
have capacity constraints and system development risks that could damage our
customer relations or inhibit our possible growth, and we may need to expand our
management systems and controls quickly, which may increase our cost of
operations

</i></b></p>
<p class="MsoNormal">
Our success and our ability to provide high quality customer service
largely depends on the efficient and uninterrupted operation of our computer and
communications systems and the computers and communication systems of our third
party vendors in order to accommodate any significant numbers or increases in
the numbers of consumers and advertisers using our service.&nbsp;
Our success also depends upon our and our vendors' abilities to rapidly
expand transaction-processing systems and network infrastructure without any
systems interruptions in order to accommodate any significant increases in use
of our service.&nbsp;

</p>
<p class="MsoNormal">
We and our service providers may experience periodic systems
interruptions and infrastructure failures, which we believe will cause customer
dissatisfaction and may adversely affect our results of operations.&nbsp; Limitations of technology infrastructure may prevent us from maximizing
our business opportunities.

</p>
<p class="MsoNormal">
We cannot assure you that our and our vendors' data repositories,
financial systems and other technology resources will be secure from security
breaches or sabotage, especially as technology changes and becomes more
sophisticated.&nbsp; In addition, many of
our and our vendors' software systems are custom-developed and we and our
vendors rely on employees and certain third-party contractors to develop and
maintain these systems. If certain of these employees or contractors become
unavailable, we and our vendors may experience difficulty in improving and
maintaining these systems.&nbsp; Furthermore,
we expect that we and our vendors may continue to be required to manage multiple
relationships with various software and equipment vendors whose technologies may
not be compatible, as well as relationships with other third parties to maintain
and enhance their technology infrastructures.&nbsp; Failure to achieve or maintain high capacity data transmission and
security without system downtime and to achieve improvements in their
transaction processing systems and network infrastructure could have a
materially adverse effect on our business and results of operations.

</p>
  <p class="MsoBodyText" align="center" style="text-align: center; border-bottom-style: solid; border-bottom-color: #808080; margin-left: 0cm; margin-right: 0cm; margin-top: 0cm; margin-bottom: 18.0pt">Page
  9

  </p>
<p class="MsoNormal"></p>
<p class="MsoNormal"><b style="mso-bidi-font-weight:normal"><i style="mso-bidi-font-style:
normal">Increased
security risks of online commerce may deter future use of our website, which may
adversely affect our ability to generate revenue</i></b></p>
<p class="MsoNormal">Concerns over the security of transactions conducted on the Internet and
the privacy of consumers may also inhibit the growth of the Internet and other
online services generally, and online commerce in particular.&nbsp;
Failure to prevent security breaches could significantly harm our
business and results of operations.&nbsp; We
cannot be certain that advances in computer capabilities, new discoveries in the
field of cryptography, or other developments will not result in a compromise or
breach of the algorithms used to protect our transaction data.&nbsp;
Anyone who is able to circumvent our or our vendors' security measures
could misappropriate proprietary information, cause interruptions in our
operations or damage our brand and reputation.&nbsp;
We may be required to incur significant costs to protect against security
breaches or to alleviate problems caused by breaches.&nbsp; Any well-publicized compromise of security could deter people from using
the Internet to conduct transactions that involve transmitting confidential
information or downloading sensitive materials, which would have a material
adverse effect on our business.</p>
<p class="MsoNormal"><i style="mso-bidi-font-style:normal"><b>We
face the risk of system failures, which would disrupt our operations</b></i>&nbsp;</p>
<p class="MsoNormal">
A disaster could severely damage our business and results of operations
because our services could be interrupted for an indeterminate length of time.&nbsp;
Our operations depend upon our ability to maintain and protect our
computer systems.

</p>
<p class="MsoNormal">
Our systems and operations are vulnerable to damage or interruption from
fire, floods, earthquakes, hurricanes, power loss, telecommunications failures,
break-ins, sabotage and similar events.&nbsp; The occurrence of a natural disaster or unanticipated
problems at our principal business headquarters or at a third-party facility
could cause interruptions or delays in our business, loss of data or render us
unable to provide our services.&nbsp; In
addition, failure of a third-party facility to provide the data communications
capacity required by us, as a result of human error, natural disaster or other
operational disruptions, could cause interruptions in our service.&nbsp; The occurrence of any or all of these events could adversely affect our
reputation, brand and business.

</p>
<p class="MsoNormal"><b style="mso-bidi-font-weight:normal"><i style="mso-bidi-font-style:
normal">We
face risks of claims from third parties for intellectual property infringement
that could adversely affect our business

</i></b></p>
<p class="MsoNormal">
Our services operate in part by making Internet services and content
available to our users.&nbsp; This
creates the potential for claims to be made against us, either directly or
through contractual indemnification provisions with third parties.&nbsp;
These claims might, for example, be made for defamation, negligence,
copyright, trademark or patent infringement, personal injury, invasion of
privacy or other legal theories.&nbsp; Any claims could result in costly litigation and be time
consuming to defend, divert management's attention and resources, cause delays
in releasing new or upgrading existing services or require us to enter into
royalty or licensing agreements.

</p>
<p class="MsoNormal">
Litigation regarding intellectual property rights is common in the
Internet and software industries.&nbsp; We
expect that Internet technologies and software products and services may be
increasingly subject to third-party infringement claims as the number of
competitors in our industry segment grows and the functionality of products in
different industry segments overlaps.&nbsp; There
can be no assurance that our services do not or will not in the future infringe
the intellectual property rights of third parties.&nbsp;
Royalty or licensing agreements, if required, may not be available on
acceptable terms, if at all.&nbsp; A
successful claim of infringement against us and our failure or inability to
license the infringed or similar technology could adversely affect our business.

</p>
<p class="MsoNormal">
Our success and ability to compete are substantially dependent upon our
technology and data resources, which we intend to protect through a combination
of patent, copyright, trade secret and/or trademark law.&nbsp;

</p>
  <p class="MsoBodyText" align="center" style="text-align: center; border-bottom-style: solid; border-bottom-color: #808080; margin-left: 0cm; margin-right: 0cm; margin-top: 0cm; margin-bottom: 18.0pt">Page
  10

  </p>
<p class="MsoNormal">
We currently have no patents or trademarks issued to date on our
technology and there can be no assurances that we will be successful in securing
them when necessary.&nbsp;

</p>
<p class="MsoNormal"><b style="mso-bidi-font-weight:normal"><i style="mso-bidi-font-style:
normal">We
may not be able to protect our Internet domain name, which is important to our
branding strategy

</i></b></p>
<p class="MsoNormal">
Our Internet domain name, www.bingo.com, is an extremely important part
of our business. Governmental agencies and their designees generally regulate
the acquisition and maintenance of domain names.&nbsp; The regulation of domain names in the United States and in
foreign countries may be subject to change.&nbsp;
Governing bodies may establish additional top-level domains, appoint
additional domain name registrars or modify the requirements for holding domain
names.&nbsp; As a result, we may be
unable to acquire or maintain relevant domain names in all countries in which we
conduct business.&nbsp; Furthermore, the
relationship between regulations governing domain names and laws protecting
trademarks and similar proprietary rights is unclear.&nbsp;
Therefore, we may be unable to prevent third parties from acquiring
domain names that are similar to, infringe upon or otherwise decrease the value
of our trademarks and other proprietary rights.&nbsp; Third parties have acquired domain names that include
&quot;bingo&quot; or variations thereof both in the United States and elsewhere,
which may result in an erosion of our user base.

</p>
<p class="MsoNormal"><b style="mso-bidi-font-weight:normal"><i style="mso-bidi-font-style:
normal">If
we are unable to maintain our popularity with third party Search engines then
our customer base, and therefore, our advertising revenue will not continue to
grow.

</i></b></p>
<p class="MsoNormal">
Due to our limited capital we do not run large advertising campaigns.&nbsp;
We are, therefore, reliant on third party Search engines such as Google
and Yahoo! to provide prospective customers with links to facilitate traffic to
www.bingo.com. Historically, the Company's Website has been listed first when
users have searched for the word "bingo" on many third party search engines.&nbsp;
This ranking continues today but, given the increasing competition for
rankings, including the trend towards paid rankings, there can be no guarantees
that the Company's Website will continue to maintain such a ranking.&nbsp;
The high ranking levels that the Company's Website has maintained has
resulted in Bingo.com obtaining between 800 to 1200 new registrations per day
which, is highly attractive to our advertisers.&nbsp;
We believe that these search engines are important in order to facilitate
broad market acceptance of our service and thus enhance our sales.&nbsp; We continue to look for new methods to optimize our ranking position with
various Internet Search Engines, including the maintenance of reciprocal links
with complementary third party sites.

</p>
<p class="MsoNormal"><b style="mso-bidi-font-weight:normal"><i style="mso-bidi-font-style:
normal">Our
financial position and results of operations will vary depending on a number of
factors, most of which are out of our control

</i></b></p>
<p class="MsoNormal">
We anticipate that our operating results will vary widely depending on a
number of factors, some of which are beyond our control.&nbsp; These factors are likely to include:

</p>
<p class="MsoNormal" style="margin-left:72.0pt;text-indent:-36.0pt">-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
demand for our online services by registered users, advertisers and
consumers;

</p>
<p class="MsoNormal" style="margin-left:72.0pt;text-indent:-36.0pt">-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
prices paid by advertisers using our service, which fluctuate with the
changing market;

</p>
<p class="MsoNormal" style="margin-left:72.0pt;text-indent:-36.0pt">-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
costs of attracting consumers to our website, including costs of
receiving exposure on third-party websites and advertising costs;

</p>
<p class="MsoNormal" style="margin-left:72.0pt;text-indent:-36.0pt">-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
costs related to forming strategic relationships;

</p>
<p class="MsoNormal" style="margin-left:72.0pt;text-indent:-36.0pt">-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
loss of strategic relationships;

</p>
<p class="MsoNormal" style="margin-left:72.0pt;text-indent:-36.0pt">-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
our ability to significantly increase our distribution channels;

</p>
<p class="MsoNormal" style="margin-left:72.0pt;text-indent:-36.0pt">-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
competition from companies offering same or similar products and services
and from companies with much deeper financial, technical, marketing and human
resources;

</p>
<p class="MsoNormal" style="margin-left:72.0pt;text-indent:-36.0pt">-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
the amount and timing of operating costs and capital expenditures
relating to expansion of our operations;

</p>
<p class="MsoNormal" style="margin-left:72.0pt;text-indent:-36.0pt">-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
costs and delays in introducing new services and improvements to existing
services;

</p>
<p class="MsoNormal" style="margin-left:72.0pt;text-indent:-36.0pt">-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
changes in the growth rate of Internet usage and acceptance by consumers
of electronic commerce;

</p>
<p class="MsoNormal" style="margin-left:72.0pt;text-indent:-36.0pt">-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
changes and introduction of new software e.g. Pop up blockers;

</p>
  <p class="MsoBodyText" align="center" style="text-align: center; border-bottom-style: solid; border-bottom-color: #808080; margin-left: 0cm; margin-right: 0cm; margin-top: 0cm; margin-bottom: 18.0pt">Page
  11

  </p>
<p class="MsoNormal"><b style="mso-bidi-font-weight:normal"><u>Risks
Related to Our Industry

</u></b></p>
<p class="MsoNormal"><b style="mso-bidi-font-weight:normal"><i style="mso-bidi-font-style:
normal">If
we are unable to meet the changing needs of our industry, our ability to compete
will be adversely affected

</i></b></p>
<p class="MsoNormal">
We operate in an intensely competitive industry.&nbsp;
To remain competitive, we must be capable of enhancing and improving the
functionality and features of our online services.&nbsp;
The Internet portal, the online advertising industry and the Internet
gaming industry are rapidly changing.&nbsp; If
competitors introduce new products and services embodying new technologies, or
if new industry standards and practices emerge, our existing services,
technology and systems may become obsolete.&nbsp;
There can be no assurances that we will be successful in responding
quickly, cost effectively and adequately to new developments or that funds will
be available to respond at all.&nbsp; Any
failure by us to respond effectively would significantly harm our business,
operating results and financial condition.

</p>
<p class="MsoNormal">
Our future success will depend on our ability to accomplish the
following:

</p>
<p class="MsoNormal" style="margin-left:72.0pt;text-indent:-36.0pt">-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
license and develop leading technologies useful in our business;

</p>
<p class="MsoNormal" style="margin-left:72.0pt;text-indent:-36.0pt">-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
develop and enhance our existing products and services;

</p>
<p class="MsoNormal" style="margin-left:72.0pt;text-indent:-36.0pt">-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
develop new services and technologies that address the increasingly
sophisticated and varied needs of prospective consumers; and

</p>
<p class="MsoNormal" style="margin-left:72.0pt;text-indent:-36.0pt">-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
respond to technological advances and emerging industry standards and
practices on a cost-effective and timely basis.

</p>
<p class="MsoNormal">
Developing Internet services and other proprietary technology entails
significant technical and business risks, as well as substantial costs.&nbsp;
We may use new technologies ineffectively, or we may fail to adapt our
services, transaction processing systems and network infrastructure to user
requirements or emerging industry standards.&nbsp;
If our operations face material delays in introducing new services,
products and enhancements, our users may forego the use of our services and use
those of our competitors.&nbsp; These
factors could have a material adverse effect on our financial position and
results of operations.

</p>
<p class="MsoNormal"><b style="mso-bidi-font-weight:normal"><i style="mso-bidi-font-style:
normal">If
our web portal is unable to achieve and maintain a critical mass of registered
users, advertisers and consumers, we may be unable to sell advertising or to
generate revenue

</i></b></p>
<p class="MsoNormal">
The success of our web portal is dependent upon achieving significant
market acceptance of our site by registered users, advertisers and consumers.&nbsp;
Internet advertising in general is at an early stage of development and
most potential advertisers have only limited experience advertising on the
Internet and have not devoted a significant portion of their advertising
expenditures to Internet advertising.&nbsp; Our
competitors and potential competitors may offer more cost-effective advertising
solutions, which could damage our business.&nbsp;
In addition, our website may not achieve significant acceptance by
registered users and consumers and therefore lower deposits in our cash bingo
site.&nbsp; Failure to achieve and
maintain a critical mass of registered users; advertisers and consumers would
seriously harm our business.

</p>
<p class="MsoNormal"><b style="mso-bidi-font-weight:normal"><i style="mso-bidi-font-style:
normal">Our
business may be subject to government regulation and legal uncertainties that
may increase the costs of operating our web portal, limit our ability to sell
advertising, or interfere with future operations of the Company

</i></b></p>
<p class="MsoNormal">
There are currently few laws or regulations directly applicable to
access to, or commerce on, the Internet.&nbsp; Due
to the increasing popularity and use of the Internet, it is possible that laws
and regulations may be adopted, covering issues such as user privacy,
defamation, pricing, taxation, content regulation, quality of products and
services, and intellectual property ownership and infringement.&nbsp;
Such legislation could expose the Company to substantial liability as
well as dampen the growth in use of the Internet, decrease the acceptance of the
Internet as a communications and commercial medium, or require the Company to
incur significant expenses in complying with any new regulations.&nbsp;&nbsp;


</p>
  <p class="MsoBodyText" align="center" style="text-align: center; border-bottom-style: solid; border-bottom-color: #808080; margin-left: 0cm; margin-right: 0cm; margin-top: 0cm; margin-bottom: 18.0pt">Page
  12

  </p>
<p class="MsoNormal">
The applicability to the Internet of existing laws governing issues such
as gambling, property ownership, copyright, defamation, obscenity and personal
privacy is uncertain.&nbsp; The Company
may be subject to claims that our services violate such laws.&nbsp;
Any new legislation or regulation in the United States, Canada or abroad
or the application of existing laws and regulations to the Internet could damage
our business.&nbsp; In addition, because
legislation and other regulations relating to online games vary by jurisdiction,
from state to state and from country to country, it is difficult for us to
ensure that our players are accessing our portal from a jurisdiction where it is
legal to play our games.&nbsp; We
therefore, cannot ensure that we will not be subject to enforcement actions as a
result of this uncertainty and difficulty in controlling access.

</p>
<p class="MsoBodyText2">In addition, our business may be
indirectly affected by our suppliers or customers who may be subject to such
legislation.&nbsp; Increased regulation
of the Internet may decrease the growth in the use of the Internet or hamper the
development of Internet commerce and online entertainment, which could decrease
the demand for our services, increase our cost of doing business or otherwise
have a material adverse effect on our business, results of operations and
financial condition.</p>
<p class="MsoNormal"><b style="mso-bidi-font-weight:normal"><u>Risks
Associated With Our Common Stock

</u></b></p>
<p class="MsoNormal"><b style="mso-bidi-font-weight:normal"><i style="mso-bidi-font-style:
normal">Our
shares are considered "Penny Stock" and are subject to the "Penny Stock"
rules, which may adversely affect your ability to sell your shares

</i></b></p>
<p class="MsoNormal">
Rules 15g-1 through 15g-9 promulgated under the Exchange Act impose
sales practice and disclosure requirements on certain brokers-dealers who engage
in certain transactions involving Penny Stock.&nbsp; Subject to certain exceptions, a Penny Stock generally
includes any non-NASDAQ equity security that has a market price of less than
$5.00 per share.&nbsp; We anticipate that
our shares are deemed to be Penny Stock for the purposes of the Exchange Act.&nbsp;
The additional sales practice and disclosure requirements imposed upon
brokers-dealers may discourage broker-dealers from effecting transactions in our
shares, which could severely limit the market liquidity of our shares and impede
the sale of our shares in the secondary market.

</p>
<p class="MsoNormal">Under the Penny Stock regulations, a broker-dealer selling Penny Stock
to anyone other than an established customer or Accredited Investor (generally,
an individual with net worth in excess of $1,000,000 or an annual income
exceeding $200,000, or $300,000 together with his or her spouse) must make a
special suitability determination for the purchaser and must receive the
purchaser's written consent to the transaction prior to sale, unless the
broker-dealer or the transaction is otherwise exempt.&nbsp; In addition, the Penny Stock regulations require the
broker-dealer to deliver, prior to any transaction involving a Penny Stock, a
disclosure schedule prepared by the Commission relating to the Penny Stock
market, unless the broker-dealer or the transaction is otherwise exempt.&nbsp;
A broker-dealer is also required to disclose commissions payable to the
broker-dealer and the registered representative and current quotations for the
securities.&nbsp; Finally, a
broker-dealer is required to send monthly statements disclosing recent price
information with respect to the Penny Stock held in a customer's account and
information with respect to the limited market in Penny Stocks.

</p>
<p class="MsoNormal"><b style="mso-bidi-font-weight:normal"><i style="mso-bidi-font-style:
normal">Substantial sales of our common stock could cause our
stock price to fall.</i></b><i style="mso-bidi-font-style:normal">

</i></p>
<p class="MsoNormal">If our stockholders sell substantial amounts of
our common stock, including shares issued upon the exercise of outstanding
options and warrants, the market price of our common stock could decline.&nbsp; We have the following outstanding:

</p>
  <ul>
    <li>
    &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      26,594,603 shares of common stock, trading at $0.94 on June
    23,
2005.</li>
    <li>
     &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      200,000 warrants to purchase shares of common
stock exercisable at $0.25.</li>
    <li>
     <p style="text-indent: -20pt; margin-left: 20pt">
     &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      3,849,150 stock options to purchase shares of
common stock with exercise prices ranging from $0.05 to $0.30.</li>
  </ul>
  <p class="MsoBodyText" align="center" style="text-align: center; border-bottom-style: solid; border-bottom-color: #808080; margin-left: 0cm; margin-right: 0cm; margin-top: 0cm; margin-bottom: 18.0pt">Page
  13

  </p>
<p class="MsoNormal">Of the 26,594,603 outstanding shares, 13,144,478
shares are held under rule 144 of the Securities and Exchange Act of 1933 and
are therefore not freely tradable.

</p>
<p class="MsoBodyText3">We
have not declared dividends and may never declare dividends, which may affect
the value of your shares</p>
<p class="MsoNormal">
We have never declared or paid any dividends on our common stock and do
not expect to pay any dividends in the near future.

</p>
<p align="center"><b>INFORMATION ABOUT THE OFFERING</b></p>
<p class="MsoBodyText2">This reoffer prospectus relates to a
maximum of 625,850 shares of our common stock which may be offered and resold
from time to time by the selling stockholders identified in this reoffer
prospectus.&nbsp; It is anticipated that
the selling stockholders will offer shares for sale at prevailing prices on the
OTC Bulletin Board on the date of sale.&nbsp; We
will not receive any proceeds from the sales of common stock by the selling
stockholders under this reoffer prospectus.&nbsp;
The selling stockholders will pay for the cost of all sales commissions
and similar expenses.&nbsp; We will
however pay for all of the costs associated with the filing of this registration
statement.</p>
<p align="center"><b>USE
OF PROCEEDS</b>&nbsp;

</p>
<p class="MsoNormal">We
will not receive any of the proceeds from the sale of the up to 625,850 shares
of common stock by the selling stockholders which have been issued upon exercise
of options issued under our
1999 and 2001 Stock Option Plans.

</p>
<p align="center"><b>SELLING
STOCKHOLDERS</b>

</p>
<p class="MsoNormal">
The following table identifies the selling
stockholders and indicates the amount to be offered for each of the selling
stockholder's account.&nbsp; The selling
stockholders are not obligated to sell the shares offered in this reoffer
prospectus and may choose not to sell any of the shares or only a part of the
shares.&nbsp; The Securities and Exchange
Commission rules require that we assume that the selling stockholders sell all
of the shares offered with this reoffer prospectus.

</p>

  <table border="1" cellspacing="0" cellpadding="0" style="border-collapse:collapse;
 border:none;mso-border-alt:solid windowtext .5pt;mso-padding-alt:0cm 5.4pt 0cm 5.4pt">
    <tr>
      <td width="195" valign="top" style="width:146.4pt;border:solid windowtext .5pt;
  padding:0cm 5.4pt 0cm 5.4pt">
        <p class="MsoPlainText" style="margin-top: 0; margin-bottom: 0">&nbsp;

        </p>
        <p class="MsoPlainText" style="margin-top: 0; margin-bottom: 0">&nbsp;

        </p>
        <p class="MsoPlainText" style="margin-top: 0; margin-bottom: 0"><b style="mso-bidi-font-weight:normal">Selling
        Stockholder

        </b></p>
      </td>
      <td width="136" valign="top" style="width:101.85pt;border:solid windowtext .5pt;
  border-left:none;mso-border-left-alt:solid windowtext .5pt;padding:0cm 5.4pt 0cm 5.4pt" align="center">
        <p class="MsoPlainText" align="center" style="margin-top: 0; margin-bottom: 0"><b style="mso-bidi-font-weight:normal">Number of

        </b></p>
        <p class="MsoPlainText" align="center" style="margin-top: 0; margin-bottom: 0"><b style="mso-bidi-font-weight:normal">Shares Subject

        </b></p>
        <p class="MsoPlainText" align="center" style="margin-top: 0; margin-bottom: 0"><b style="mso-bidi-font-weight:normal">to Options <sup>(1)</sup></b>

        </p>
      </td>
      <td width="138" valign="top" style="width:103.3pt;border:solid windowtext .5pt;
  border-left:none;mso-border-left-alt:solid windowtext .5pt;padding:0cm 5.4pt 0cm 5.4pt" align="center">
        <p class="MsoPlainText" align="center" style="margin-top: 0; margin-bottom: 0"><b style="mso-bidi-font-weight:normal">Shares

        </b></p>
        <p class="MsoPlainText" align="center" style="margin-top: 0; margin-bottom: 0"><b style="mso-bidi-font-weight:normal">Being

        </b></p>
        <p class="MsoPlainText" align="center" style="margin-top: 0; margin-bottom: 0"><b style="mso-bidi-font-weight:normal">Registered

        </b></p>
      </td>
    </tr>
    <tr>
      <td width="195" valign="top" style="width:146.4pt;border:solid windowtext .5pt;
  border-top:none;mso-border-top-alt:solid windowtext .5pt;padding:0cm 5.4pt 0cm 5.4pt" bgcolor="#66FFCC">
        <p class="MsoPlainText" style="margin-top:3.0pt;margin-right:0cm;margin-bottom:
  3.0pt;margin-left:0cm">Mark
        Devereux

        </p>
      </td>
      <td width="136" valign="top" style="width:101.85pt;border-top:none;border-left:
  none;border-bottom:solid windowtext .5pt;border-right:solid windowtext .5pt;
  mso-border-top-alt:solid windowtext .5pt;mso-border-left-alt:solid windowtext .5pt;
  padding:0cm 5.4pt 0cm 5.4pt" bgcolor="#66FFCC" align="center">
        <p class="MsoPlainText" style="margin-top:3.0pt;margin-right:0cm;margin-bottom:
  3.0pt;margin-left:0cm;tab-stops:decimal 66.9pt">500,000

        </p>
      </td>
      <td width="138" valign="top" style="width:103.3pt;border-top:none;border-left:
  none;border-bottom:solid windowtext .5pt;border-right:solid windowtext .5pt;
  mso-border-top-alt:solid windowtext .5pt;mso-border-left-alt:solid windowtext .5pt;
  padding:0cm 5.4pt 0cm 5.4pt" bgcolor="#66FFCC" align="center">
        <p class="MsoPlainText" style="margin-top:3.0pt;margin-right:0cm;margin-bottom:
  3.0pt;margin-left:0cm;tab-stops:decimal 68.55pt">99,250

        </p>
      </td>
    </tr>
    <tr>
      <td width="195" valign="top" style="width:146.4pt;border:solid windowtext .5pt;
  border-top:none;mso-border-top-alt:solid windowtext .5pt;padding:0cm 5.4pt 0cm 5.4pt">
        <p class="MsoPlainText" style="margin-top:3.0pt;margin-right:0cm;margin-bottom:
  3.0pt;margin-left:0cm">Jason
        Williams

        </p>
      </td>
      <td width="136" valign="top" style="width:101.85pt;border-top:none;border-left:
  none;border-bottom:solid windowtext .5pt;border-right:solid windowtext .5pt;
  mso-border-top-alt:solid windowtext .5pt;mso-border-left-alt:solid windowtext .5pt;
  padding:0cm 5.4pt 0cm 5.4pt" align="center">
        <p class="MsoPlainText" style="margin-top:3.0pt;margin-right:0cm;margin-bottom:
  3.0pt;margin-left:0cm;tab-stops:decimal 66.9pt">500,000

        </p>
      </td>
      <td width="138" valign="top" style="width:103.3pt;border-top:none;border-left:
  none;border-bottom:solid windowtext .5pt;border-right:solid windowtext .5pt;
  mso-border-top-alt:solid windowtext .5pt;mso-border-left-alt:solid windowtext .5pt;
  padding:0cm 5.4pt 0cm 5.4pt" align="center">
        <p class="MsoPlainText" style="margin-top:3.0pt;margin-right:0cm;margin-bottom:
  3.0pt;margin-left:0cm;tab-stops:decimal 68.55pt">109,000

        </p>
      </td>
    </tr>
    <tr>
      <td width="195" valign="top" style="width:146.4pt;border:solid windowtext .5pt;
  border-top:none;mso-border-top-alt:solid windowtext .5pt;padding:0cm 5.4pt 0cm 5.4pt" bgcolor="#66FFCC">
        <p class="MsoPlainText" style="margin-top:3.0pt;margin-right:0cm;margin-bottom:
  3.0pt;margin-left:0cm">Rosita
        Morandin

        </p>
      </td>
      <td width="136" valign="top" style="width:101.85pt;border-top:none;border-left:
  none;border-bottom:solid windowtext .5pt;border-right:solid windowtext .5pt;
  mso-border-top-alt:solid windowtext .5pt;mso-border-left-alt:solid windowtext .5pt;
  padding:0cm 5.4pt 0cm 5.4pt" align="center" bgcolor="#66FFCC">
        <p class="MsoPlainText" style="margin-top:3.0pt;margin-right:0cm;margin-bottom:
  3.0pt;margin-left:0cm;tab-stops:decimal 66.9pt">250,000

        </p>
      </td>
      <td width="138" valign="top" style="width:103.3pt;border-top:none;border-left:
  none;border-bottom:solid windowtext .5pt;border-right:solid windowtext .5pt;
  mso-border-top-alt:solid windowtext .5pt;mso-border-left-alt:solid windowtext .5pt;
  padding:0cm 5.4pt 0cm 5.4pt" align="center" bgcolor="#66FFCC">
        <p class="MsoPlainText" style="margin-top:3.0pt;margin-right:0cm;margin-bottom:
  3.0pt;margin-left:0cm;tab-stops:decimal 68.55pt">97,550

        </p>
      </td>
    </tr>
    <tr>
      <td width="195" valign="top" style="width:146.4pt;border:solid windowtext .5pt;
  border-top:none;mso-border-top-alt:solid windowtext .5pt;padding:0cm 5.4pt 0cm 5.4pt">
        <p class="MsoPlainText" style="margin-top:3.0pt;margin-right:0cm;margin-bottom:
  3.0pt;margin-left:0cm">Richard
        Postgate

        </p>
      </td>
      <td width="136" valign="top" style="width:101.85pt;border-top:none;border-left:
  none;border-bottom:solid windowtext .5pt;border-right:solid windowtext .5pt;
  mso-border-top-alt:solid windowtext .5pt;mso-border-left-alt:solid windowtext .5pt;
  padding:0cm 5.4pt 0cm 5.4pt" align="center">
        <p class="MsoPlainText" style="margin-top:3.0pt;margin-right:0cm;margin-bottom:
  3.0pt;margin-left:0cm;tab-stops:decimal 66.9pt">250,000

        </p>
      </td>
      <td width="138" valign="top" style="width:103.3pt;border-top:none;border-left:
  none;border-bottom:solid windowtext .5pt;border-right:solid windowtext .5pt;
  mso-border-top-alt:solid windowtext .5pt;mso-border-left-alt:solid windowtext .5pt;
  padding:0cm 5.4pt 0cm 5.4pt" align="center">
        <p class="MsoPlainText" style="margin-top:3.0pt;margin-right:0cm;margin-bottom:
  3.0pt;margin-left:0cm;tab-stops:decimal 68.55pt">73,250

        </p>
      </td>
    </tr>
    <tr>
      <td width="195" valign="top" style="width:146.4pt;border:solid windowtext .5pt;
  border-top:none;mso-border-top-alt:solid windowtext .5pt;padding:0cm 5.4pt 0cm 5.4pt" bgcolor="#66FFCC">
        <p class="MsoPlainText" style="margin-top:3.0pt;margin-right:0cm;margin-bottom:
  3.0pt;margin-left:0cm">Shannon
        Harrison

        </p>
      </td>
      <td width="136" valign="top" style="width:101.85pt;border-top:none;border-left:
  none;border-bottom:solid windowtext .5pt;border-right:solid windowtext .5pt;
  mso-border-top-alt:solid windowtext .5pt;mso-border-left-alt:solid windowtext .5pt;
  padding:0cm 5.4pt 0cm 5.4pt" align="center" bgcolor="#66FFCC">
        <p class="MsoPlainText" style="margin-top:3.0pt;margin-right:0cm;margin-bottom:
  3.0pt;margin-left:0cm;tab-stops:decimal 66.9pt">200,000

        </p>
      </td>
      <td width="138" valign="top" style="width:103.3pt;border-top:none;border-left:
  none;border-bottom:solid windowtext .5pt;border-right:solid windowtext .5pt;
  mso-border-top-alt:solid windowtext .5pt;mso-border-left-alt:solid windowtext .5pt;
  padding:0cm 5.4pt 0cm 5.4pt" align="center" bgcolor="#66FFCC">
        <p class="MsoPlainText" style="margin-top:3.0pt;margin-right:0cm;margin-bottom:
  3.0pt;margin-left:0cm;tab-stops:decimal 68.55pt">53,800

        </p>
      </td>
    </tr>
    <tr>
      <td width="195" valign="top" style="width:146.4pt;border:solid windowtext .5pt;
  border-top:none;mso-border-top-alt:solid windowtext .5pt;padding:0cm 5.4pt 0cm 5.4pt">
        <p class="MsoPlainText" style="margin-top:3.0pt;margin-right:0cm;margin-bottom:
  3.0pt;margin-left:0cm">John
        Fong

        </p>
      </td>
      <td width="136" valign="top" style="width:101.85pt;border-top:none;border-left:
  none;border-bottom:solid windowtext .5pt;border-right:solid windowtext .5pt;
  mso-border-top-alt:solid windowtext .5pt;mso-border-left-alt:solid windowtext .5pt;
  padding:0cm 5.4pt 0cm 5.4pt" align="center">
        <p class="MsoPlainText" style="margin-top:3.0pt;margin-right:0cm;margin-bottom:
  3.0pt;margin-left:0cm;tab-stops:decimal 66.9pt">75,000

        </p>
      </td>
      <td width="138" valign="top" style="width:103.3pt;border-top:none;border-left:
  none;border-bottom:solid windowtext .5pt;border-right:solid windowtext .5pt;
  mso-border-top-alt:solid windowtext .5pt;mso-border-left-alt:solid windowtext .5pt;
  padding:0cm 5.4pt 0cm 5.4pt" align="center">
        <p class="MsoPlainText" style="margin-top:3.0pt;margin-right:0cm;margin-bottom:
  3.0pt;margin-left:0cm;tab-stops:decimal 68.55pt">7,500

        </p>
      </td>
    </tr>
    <tr>
      <td width="195" valign="top" style="width:146.4pt;border:solid windowtext .5pt;
  border-top:none;mso-border-top-alt:solid windowtext .5pt;padding:0cm 5.4pt 0cm 5.4pt" bgcolor="#66FFCC">
        <p class="MsoPlainText" style="margin-top:3.0pt;margin-right:0cm;margin-bottom:
  3.0pt;margin-left:0cm">Stephen
        Chu

        </p>
      </td>
      <td width="136" valign="top" style="width:101.85pt;border-top:none;border-left:
  none;border-bottom:solid windowtext .5pt;border-right:solid windowtext .5pt;
  mso-border-top-alt:solid windowtext .5pt;mso-border-left-alt:solid windowtext .5pt;
  padding:0cm 5.4pt 0cm 5.4pt" align="center" bgcolor="#66FFCC">
        <p class="MsoPlainText" style="margin-top:3.0pt;margin-right:0cm;margin-bottom:
  3.0pt;margin-left:0cm;tab-stops:decimal 66.9pt">100,000

        </p>
      </td>
      <td width="138" valign="top" style="width:103.3pt;border-top:none;border-left:
  none;border-bottom:solid windowtext .5pt;border-right:solid windowtext .5pt;
  mso-border-top-alt:solid windowtext .5pt;mso-border-left-alt:solid windowtext .5pt;
  padding:0cm 5.4pt 0cm 5.4pt" align="center" bgcolor="#66FFCC">
        <p class="MsoPlainText" style="margin-top:3.0pt;margin-right:0cm;margin-bottom:
  3.0pt;margin-left:0cm;tab-stops:decimal 68.55pt">35,500

        </p>
      </td>
    </tr>
    <tr>
      <td width="195" valign="top" style="width:146.4pt;border:solid windowtext .5pt;
  border-top:none;mso-border-top-alt:solid windowtext .5pt;padding:0cm 5.4pt 0cm 5.4pt">
        <p class="MsoPlainText" style="margin-top:3.0pt;margin-right:0cm;margin-bottom:
  3.0pt;margin-left:0cm">Randy
        Peterson

        </p>
      </td>
      <td width="136" valign="top" style="width:101.85pt;border-top:none;border-left:
  none;border-bottom:solid windowtext .5pt;border-right:solid windowtext .5pt;
  mso-border-top-alt:solid windowtext .5pt;mso-border-left-alt:solid windowtext .5pt;
  padding:0cm 5.4pt 0cm 5.4pt" align="center">
        <p class="MsoPlainText" style="margin-top:3.0pt;margin-right:0cm;margin-bottom:
  3.0pt;margin-left:0cm;tab-stops:decimal 66.9pt">150,000

        </p>
      </td>
      <td width="138" valign="top" style="width:103.3pt;border-top:none;border-left:
  none;border-bottom:solid windowtext .5pt;border-right:solid windowtext .5pt;
  mso-border-top-alt:solid windowtext .5pt;mso-border-left-alt:solid windowtext .5pt;
  padding:0cm 5.4pt 0cm 5.4pt" align="center">
        <p class="MsoPlainText" style="margin-top:3.0pt;margin-right:0cm;margin-bottom:
  3.0pt;margin-left:0cm;tab-stops:decimal 68.55pt">150,000

        </p>
      </td>
    </tr>
    <tr>
      <td width="195" valign="top" style="width:146.4pt;border:solid windowtext .5pt;
  border-top:none;mso-border-top-alt:solid windowtext .5pt;padding:0cm 5.4pt 0cm 5.4pt" bgcolor="#66FFCC">
        <p class="MsoPlainText" style="margin-top:3.0pt;margin-right:0cm;margin-bottom:
  3.0pt;margin-left:0cm"><b style="mso-bidi-font-weight:normal">TOTAL:

        </b></p>
      </td>
      <td width="136" valign="top" style="width:101.85pt;border-top:none;border-left:
  none;border-bottom:solid windowtext .5pt;border-right:solid windowtext .5pt;
  mso-border-top-alt:solid windowtext .5pt;mso-border-left-alt:solid windowtext .5pt;
  padding:0cm 5.4pt 0cm 5.4pt" align="center" bgcolor="#66FFCC">
        <p class="MsoPlainText" style="margin-top:3.0pt;margin-right:0cm;margin-bottom:
  3.0pt;margin-left:0cm;tab-stops:decimal 66.9pt"><b style="mso-bidi-font-weight:
  normal">2,025,000

        </b></p>
      </td>
      <td width="138" valign="top" style="width:103.3pt;border-top:none;border-left:
  none;border-bottom:solid windowtext .5pt;border-right:solid windowtext .5pt;
  mso-border-top-alt:solid windowtext .5pt;mso-border-left-alt:solid windowtext .5pt;
  padding:0cm 5.4pt 0cm 5.4pt" align="center" bgcolor="#66FFCC">
        <p class="MsoPlainText" style="margin-top:3.0pt;margin-right:0cm;margin-bottom:
  3.0pt;margin-left:0cm;tab-stops:decimal 68.55pt"><b style="mso-bidi-font-weight:
  normal">625,850

        </b></p>
      </td>
    </tr>
  </table>
<p class="MsoNormal" style="margin-left:72.0pt;text-indent:-36.0pt">&nbsp;

</p>
  <p class="MsoBodyText" align="center" style="text-align: center; border-bottom-style: solid; border-bottom-color: #808080; margin-left: 0cm; margin-right: 0cm; margin-top: 0cm; margin-bottom: 18.0pt">Page
  14

  </p>
<p class="MsoNormal" style="margin-left:72.0pt;text-indent:-36.0pt"><sup>(1)</sup>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Represents shares of our common stock underlying options granted to each
of the named selling stockholders under the 1999 and 2001 Stock Option Plans,
whether or not exercisable as of, or within 60 days of, the date of this reoffer
prospectus.

</p>
<p class="MsoNormal"><b style="mso-bidi-font-weight:normal">Under
the Securities Exchange Act of 1934, any person engaged in a distribution of the
shares offered by this reoffer prospectus may not simultaneously engage in
market making activities with respect to our common shares during the applicable
&quot;cooling off&quot; periods prior to the commencement of such distribution.

</b></p>
<p class="MsoNormal"><b style="mso-bidi-font-weight:normal">In
addition, and without limiting the foregoing, the selling stockholders will be
subject to applicable provisions of the Securities Exchange Act of 1934 and the
rules and regulations thereunder, which provisions may limit the timing of
purchases and sales of the shares by the selling stockholders.

</b></p>
<p align="center"><b>PLAN
OF DISTRIBUTION</b>

</p>
<p class="MsoNormal">
The selling stockholders may, from time to time, sell all or a portion
of their shares of our common stock on any market upon which the common stock
may be quoted (currently the OTC Bulletin Board), in privately negotiated
transactions or otherwise.&nbsp; Such
sales may be at fixed prices prevailing at the time of sale, at prices related
to the market prices or at negotiated prices.&nbsp; The shares of common stock being offered by this reoffer prospectus may
be sold by the selling stockholder by one or more of the following methods,
without limitation:

</p>
  <p class="MsoBodyTextIndent" style="text-indent: -20pt; margin-left: 30pt">(a)&nbsp;&nbsp;
  block trades in which the broker or dealer so engaged will attempt to sell the
  shares of common stock as agent but may position and resell a portion of the
  block as principal to facilitate the transaction;

</p>
  <p class="MsoBodyTextIndent2" style="text-indent: -20pt; margin-left: 30pt">(b)&nbsp;&nbsp;
  purchases by broker or dealer as principal and resale by the broker or dealer
  for its account pursuant to this reoffer prospectus;</p>
  <p class="MsoNormal" style="text-indent: -20pt; margin-left: 30pt">(c)&nbsp;&nbsp;
  an exchange distribution in accordance with the rules of the applicable
  exchange;

</p>
  <p class="MsoNormal" style="text-indent: -20pt; margin-left: 30pt">(d)&nbsp;&nbsp;
  ordinary brokerage transactions and transactions in which the broker solicits
  purchasers;

</p>
  <p class="MsoNormal" style="text-indent: -20pt; margin-left: 30pt">(e)&nbsp;&nbsp;
  privately negotiated transactions;

</p>
  <p class="MsoNormal" style="text-indent: -20pt; margin-left: 30pt">(f)&nbsp;&nbsp;
  market sales (both long and short to the extent permitted under the federal
  securities laws);

</p>
  <p class="MsoNormal" style="text-indent: -20pt; margin-left: 30pt">(g)&nbsp;&nbsp;
  at the market to or through market makers or into an existing market for the
  shares;

</p>
  <p class="MsoNormal" style="text-indent: -20pt; margin-left: 30pt">(h)&nbsp;&nbsp;
  through transactions in options, swaps or other derivatives (whether exchange
  listed or otherwise); and

</p>
  <p class="MsoNormal" style="text-indent: -20pt; margin-left: 30pt">(i)&nbsp;&nbsp;&nbsp;&nbsp;
  a combination of any of the aforementioned methods of sale.

</p>
<p class="MsoNormal">
In effecting sales, brokers and dealers engaged by the selling
stockholders may arrange for other brokers or dealers to participate.&nbsp;
Brokers or dealers may receive commissions or discounts from a selling
stockholder or, if any of the broker-dealers act as an agent for the purchaser
of such shares, from the purchaser in amounts to be negotiated which are not
expected to exceed those customary in the types of transactions involved.&nbsp;
Broker-dealers may agree with a selling stockholder to sell a specified
number of the shares of common stock at a stipulated price per share&nbsp; Such an agreement may also require the broker-dealer to
purchase as principal any unsold shares of common stock at the price required to
fulfil the broker-dealer commitment to the selling stockholders if such
broker-dealer is unable to sell the shares on behalf of the selling stockholder.&nbsp;
Broker-dealers who acquire shares of common stock as principal may
thereafter resell the shares of common stock from time to time in transactions
which may involve block transactions and sales to and through other
broker-dealers, including transactions of the nature described above.&nbsp;
Such sales by a broker-dealer could be at prices and on terms then
prevailing at the time of sale, at prices related to the then-current market
price or in negotiated transactions.&nbsp; In
connection with such resales, the broker-dealer may pay to or receive from the
purchasers of the shares commissions as described above.

</p>
  <p class="MsoBodyText" align="center" style="text-align: center; border-bottom-style: solid; border-bottom-color: #808080; margin-left: 0cm; margin-right: 0cm; margin-top: 0cm; margin-bottom: 18.0pt">Page
  15

  </p>
<p class="MsoBodyText2">The selling stockholders and any
broker-dealers or agents that participate with the selling stockholders in the
sale of the shares of common stock may be deemed to be &quot;underwriters&quot;
within the meaning of the Securities Act of 1933 in connection with these sales.&nbsp;
In that event, any commissions received by the broker-dealers or agents
and any profit on the resale of the shares of common stock purchased by them may
be deemed to be underwriting commissions or discounts under the Securities Act
of 1933.</p>
<p class="MsoNormal">
From time to time, the selling stockholders may pledge their shares of
common stock pursuant to the margin provisions of their customer agreements with
their respective brokers.&nbsp; Upon a
default by a selling stockholder, the broker may offer and sell the pledged
shares of common stock from time to time.&nbsp; Upon
a sale of the shares of common stock, the selling stockholder intends to comply
with the prospectus delivery requirements under the Securities Act of 1933 by
delivering a prospectus to each purchaser in the transaction.&nbsp; We intend to file any amendments or other necessary documents in
compliance with the Securities Act of 1933 which may be required in the event
the selling stockholder defaults under any customer agreement with brokers.

</p>
<p class="MsoNormal">
To the extent required under the Securities Act of 1933, a
post-effective amendment to this registration statement will be filed,
disclosing the name of any broker-dealers, the number of shares of common stock
involved, the price at which the common stock is to be sold, the commission paid
or discounts or concessions allowed to such broker-dealers, where applicable.

</p>
<p class="MsoNormal">
We and the selling stockholders will be subject to applicable provisions
of the Securities Exchange Act of 1934 and the rules and regulations under it,
including, without limitation, Rule 10b-5 and, insofar as the selling
stockholders are a distribution participant and we, under certain circumstances,
may be a distribution participant, under Regulation M.&nbsp; All of the foregoing may affect the marketability of the common stock.

</p>
<p class="MsoBodyText2">All expenses of the registration
statement including, but not limited to, legal accounting, printing and mailing
fees are and will be borne by us.&nbsp; Any
commissions, discounts or other fees payable to brokers or dealers in connection
with any sale of the shares of common stock will be borne by the selling
stockholder, the purchasers participating in such transaction, or both.</p>
<p class="MsoNormal">
Any shares of common stock covered by this reoffer prospectus which
qualify for sale pursuant to Rule 144 under the Securities Act of 1933 may be
sold under Rule 144 rather than pursuant to this reoffer prospectus.

</p>
<p align="center"><b>EXPERTS</b></p>
<p class="MsoBodyText2">Our financial statements as at
December 31, 2004, filed with this prospectus and registration statement have
been audited by Dohan and Company, P.A., C.P.A.'s, as set forth in their
report accompanying the financial statements and are included herein in reliance
upon the report, and upon the authority of the firm as experts in accounting and
auditing.</p>
<p align="center"><b>LEGAL MATTERS</b></p>
<p class="MsoNormal">
The validity of the common shares
offered by this reoffer prospectus will be passed upon for us and the selling
stockholders by Clark Wilson LLP, Vancouver, British Columbia, Canada.&nbsp;

</p>
<p align="center"><b>MATERIAL CHANGES</b></p>
<p class="MsoNormal">
There have been no material changes to the affairs of our Company since
March 31, 2005, which have not previously been described in a report on Form
10-QSB or Form 8-K.

</p>
  <p class="MsoBodyText" align="center" style="text-align: center; border-bottom-style: solid; border-bottom-color: #808080; margin-left: 0cm; margin-right: 0cm; margin-top: 0cm; margin-bottom: 18.0pt">Page
  16

  </p>
<p align="center"><b>INCORPORATION OF DOCUMENTS BY
REFERENCE</b></p>
<p class="MsoNormal">
See Part II, Item 3 on page 17 herein for a list of documents filed by
our company with the United States Securities and Exchange Commission (the
"SEC") which are incorporated herein by reference.&nbsp;

</p>
<p align="center"><b>AVAILABLE INFORMATION</b>

</p>
<p class="MsoBodyText2">You should only rely on the
information incorporated by reference or provided in this reoffer prospectus or
any supplement.&nbsp; We have not
authorized anyone else to provide you with different&nbsp;
information.&nbsp; The common
stock is not being offered in any state where the offer is not permitted.&nbsp; You should not assume that the information in this reoffer prospectus or
any supplement is accurate as of any date other than the date on the front of
this reoffer prospectus.</p>
<p class="MsoNormal">
We file Form 8-K reports and other information with the Securities and
Exchange Commission as is required by the Securities Exchange Act of 1934.&nbsp;
You may read and copy any reports, statements or other information we
have filed at the Securities and Exchange Commission's Public Reference Room at
450 Fifth Street N.W., Washington, D.C. 20549.&nbsp;
Please call the Securities and Exchange Commission at 1-800-SEC-0330 for
further information on the Public Reference Rooms.&nbsp; Our filings are also available on the Internet at the Securities and
Exchange Commission's website at http:\\www.sec.gov.

</p>
<p align="center"><b>DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES</b>

</p>
<p class="MsoNormal">Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers or persons controlling our business pursuant to
the provision in the section entitled &quot;Indemnification of Directors and
Officers&quot; (see below), we have been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is therefore unenforceable.

</p>
<p class="MsoNormal" align="center" style="text-align:center"><b style="mso-bidi-font-weight:
normal">PART II<br>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

</b></p>
<p class="MsoNormal"><b style="mso-bidi-font-weight:normal">Item&nbsp;3.&nbsp; Incorporation of Documents by Reference.

</b></p>
<p class="MsoNormal">
The SEC allows us to &quot;incorporate by reference&quot; information
into this registration statement, which means that we can disclose important
information to you by referring you to another document filed separately with
the SEC. The information incorporated by reference is deemed to be part of this
registration statement, except for any information superseded by information in
this registration statement.

</p>
<p class="MsoNormal">
The following documents filed by our company with the SEC are
incorporated herein by reference:

</p>
<p class="MsoNormal" style="margin-left:36.0pt;text-indent:-36.0pt">1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The description of our common stock contained in the Registration
Statement on Form SB-2/A (SEC file number 333-124560), filed with the Securities
and Exchange Commission on May 17, 2005, including all amendments and reports
for the purpose of updating such description.

</p>
<p class="MsoNormal" style="margin-left:36.0pt;text-indent:-36.0pt">2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The description of our common stock contained in the Registration
Statement on Form S-4/A and Form 424B4 (SEC file number 333-120120 and
333-120120-01), filed with the Securities and Exchange Commission on March 4,
2005 and March 9, 2005 respectively, which went effective on March 8, 2005,
including all amendments and reports for the purpose of updating such
description.

</p>
  <p class="MsoBodyText" align="center" style="text-align: center; border-bottom-style: solid; border-bottom-color: #808080; margin-left: 0cm; margin-right: 0cm; margin-top: 0cm; margin-bottom: 18.0pt">Page
  17

  </p>
<p class="MsoNormal" style="margin-left:36.0pt;text-indent:-36.0pt">3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Our Annual Report on Form 10-KSB, filed on March 21, 2005.

</p>
<p class="MsoBodyTextIndent">4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Our Quarterly Report on Form 10-QSB, filed on May 16, 2005.

</p>
<p class="MsoNormal" style="margin-left:36.0pt;text-indent:-36.0pt">5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Our Current Report on Form 8-K, filed on April 18, 2005.

</p>
<p class="MsoNormal" style="margin-left:36.0pt;text-indent:-36.0pt">6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Our Current Report on Form 8-K, filed on April 15, 2005.

</p>
<p class="MsoNormal" style="margin-left:36.0pt;text-indent:-36.0pt">7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Our Current Report on Form 8-K, filed on April 7, 2005.

</p>
<p class="MsoBodyText2">All documents that we subsequently
file pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment indicating that
all of the securities offered pursuant to this reoffer prospectus have been sold
or deregistering all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be part hereof
from the date of filing of such documents.&nbsp;
Any statement contained in a document incorporated by reference in this
registration statement shall be deemed to be modified or superseded for purposes
of this registration statement to the extent that a statement contained in this
reoffer prospectus or in any subsequently filed document that is also
incorporated by reference in this reoffer prospectus modifies or supersedes such
statement.&nbsp; Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.</p>
<p class="MsoNormal">
We will provide, without charge, to each person to whom a copy the
Section 10(a) prospectus is delivered, upon oral or written request, a copy of
any or all documents incorporated by reference in Item 3 of Part II of this
registration statement (which documents are incorporated by reference in the
Section 10(a) prospectus). Requests should be directed to the President,
Bingo.com, Ltd., Spencer House, Box 821, The Valley, Anguilla, B.W.I.&nbsp; Our telephone number is (264) 497-8129.

</p>
<p class="MsoNormal">
You may read and copy any reports, statements or other information we
have filed at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549.&nbsp; Please call
the SEC at 1-800-SEC-0330 for further information on the Public Reference Rooms.
Our filings are also available on the Internet at the SEC's website at http:\\www.sec.gov.

</p>
<p class="MsoNormal"><b style="mso-bidi-font-weight:normal">Item
4.&nbsp; Description of Securities

</b></p>
<p class="MsoNormal">
Not applicable.

</p>
<p class="MsoNormal"><b style="mso-bidi-font-weight:normal">Item
5.&nbsp; Interests of Named Experts and
Counsel

</b></p>
<p class="MsoNormal">
Not applicable.

</p>
<p class="MsoNormal"><b style="mso-bidi-font-weight:normal">Item
6.&nbsp; Indemnification of Directors and
Officers

</b></p>
<p class="MsoNormal">
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.

</p>
<p class="MsoNormal">
Under the Anguilla International Business Companies Act, an
international business company may indemnify any officer or director provided
that the person being indemnified has acted honestly and in good faith with a
view to the best interests of the Company and in the case of criminal
proceedings, the person had no reasonable cause to believe that his conduct was
unlawful.

</p>
  <p class="MsoBodyText" align="center" style="text-align: center; border-bottom-style: solid; border-bottom-color: #808080; margin-left: 0cm; margin-right: 0cm; margin-top: 0cm; margin-bottom: 18.0pt">Page
  18

  </p>
<p class="MsoBodyText" align="left" style="margin-top:0cm;text-align:left"><b style="mso-bidi-font-weight:normal">Item 7.&nbsp;
Exemption
from Registration Claimed.

</b></p>
<p class="MsoBodyText" align="left" style="margin-top:0cm;text-align:left">Not
applicable.

</p>
<p class="MsoNormal"><b style="mso-bidi-font-weight:normal">Item
8.&nbsp; Exhibits

</b></p>
<p class="MsoNormal">
4.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
1999 Stock Option Plan

</p>
<p class="MsoNormal">
4.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
2001 Stock Option Plan

</p>
<p class="MsoNormal">
4.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
2005 Stock Option Plan

</p>
<p class="MsoNormal">
4.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
1999 Stock Option Agreement

</p>
<p class="MsoNormal">
4.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
2001 Stock Option Agreement

</p>
<p class="MsoNormal">
4.6&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
2005 Stock Option Agreement

</p>
<p class="MsoNormal">
5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Legal Opinion of Clark Wilson LLP

</p>
<p class="MsoNormal">
23.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Consent
of Clark Wilson LLP (included in Exhibit 5)

</p>
<p class="MsoNormal">
23.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Consent
of Independent Auditors (Dohan and Company, P.A., C.P.A.'s)

</p>
<p class="MsoNormal"><b style="mso-bidi-font-weight:normal">Item
9.&nbsp; Undertakings

</b></p>
<p class="MsoNormal">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; We hereby undertake:</p>
  <p class="MsoBodyTextIndent2" style="text-indent: -20pt; margin-left: 30pt">(1)&nbsp;&nbsp;To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:</p>
  <p class="MsoBodyTextIndent3" style="margin-left:108.0pt;text-indent:-36.0pt">(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;to
include any prospectus required by Section 10(a)(3) of the Securities Act of
1933, as amended;</p>
  <p class="MsoNormal" style="margin-left:108.0pt;text-indent:-36.0pt">(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;to reflect in the prospectus any facts or events arising after the
effective date of this registration statement (or the most recent post-effective
amendment hereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this registration statement;
and

</p>
<p class="MsoNormal" style="margin-left:108.0pt;text-indent:-36.0pt">(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
to include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement;

</p>
<p class="MsoBodyText2" style="margin-left:70.9pt">PROVIDED,
HOWEVER, that undertakings set forth in paragraphs (i) and (ii) above do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.</p>
  <p class="MsoBodyTextIndent2" style="text-indent: -20pt; margin-left: 30pt">(2)&nbsp;&nbsp;That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.</p>
  <p class="MsoBodyTextIndent" style="text-indent: -20pt; margin-left: 30pt">(3)&nbsp;&nbsp;To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

</p>
  <p class="MsoBodyTextIndent" style="text-indent: -20pt; margin-left: 20pt">(b)&nbsp;&nbsp;We hereby undertake that, for purposes of determining any liability under
the Securities Act of 1933, each filing of our annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in this registration statement shall be&nbsp;

</p>
  <p class="MsoBodyText" align="center" style="text-align: center; border-bottom-style: solid; border-bottom-color: #808080; margin-left: 0cm; margin-right: 0cm; margin-top: 0cm; margin-bottom: 18.0pt">Page
  19

  </p>
  <p class="MsoBodyTextIndent" style="margin-left: 20pt"> deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

</p>
<p class="MsoBodyTextIndent" style="text-indent: -20pt; margin-left: 20pt">(c)&nbsp;&nbsp;
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and persons controlling our
company pursuant to the foregoing provisions, or otherwise, we have been advised
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by our company of expenses incurred or paid by a director, officer or
controlling person of our company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, our company will, unless in the
opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by us is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.

</p>
  <p class="MsoBodyText" align="center" style="text-align: center; border-bottom-style: solid; border-bottom-color: #808080; margin-left: 0cm; margin-right: 0cm; margin-top: 0cm; margin-bottom: 18.0pt">Page
  20

  </p>
<p align="center"><b>SIGNATURES</b></p>
<p class="MsoNormal">Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Vancouver, Province of British
Columbia, Canada, on June 24,
2005.

</p>
<p class="MsoNormal"><b style="mso-bidi-font-weight:normal">Bingo.com,
Ltd.

</b></p>
<p class="MsoNormal"><u>&nbsp;/s/ T. M. Williams &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>/s/ H. W. Bromley&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u></p>
  <p class="MsoNormal" style="margin-top: 0; margin-bottom: 0">T.M. Williams,&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;H. W. Bromley,

</p>
  <p class="MsoNormal" style="margin-top: 0; margin-bottom: 0">
Chief Executive Officer and Director&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  Chief Financial Officer and

</p>
<p class="MsoNormal" style="margin-top: 0; margin-bottom: 0">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Principal Accounting Officer

</p>
<p class="MsoNormal" style="margin-top: 0; margin-bottom: 0">
&nbsp;

</p>
<p class="MsoNormal"><u>/s/ P. A. Crossgrove
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u>

</p>
<p class="MsoNormal">
P.A. Crossgrove, Director&nbsp;

</p>
<p class="MsoNormal">
In accordance with the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates stated.

</p>
<p class="MsoNormal" style="tab-stops:180.0pt 324.0pt"><b style="mso-bidi-font-weight:
normal"><u>Signature</u></b><b style="mso-bidi-font-weight:normal">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Title</u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp; <u>Date</u></b>&nbsp;</p>
<p class="MsoNormal" style="tab-stops: 180.0pt 324.0pt; margin-top: 0; margin-bottom: 0">&nbsp;

</p>
  <p class="MsoNormal" style="tab-stops: 180.0pt 324.0pt; margin-top: 0; margin-bottom: 0"><u>&nbsp;/s/
  T. M. Williams&nbsp;&nbsp;&nbsp;&nbsp;</u><u>&nbsp;&nbsp; </u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  &nbsp;President, C.E.O.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
June 24, 2005


</p>
<p class="MsoNormal" style="tab-stops: 180.0pt 324.0pt; margin-top: 0; margin-bottom: 0">T.M.
Williams&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
and Director

</p>
<p class="MsoNormal" style="margin-top: 0; margin-bottom: 0">
&nbsp;

</p>
<p class="MsoNormal" style="margin-top: 0; margin-bottom: 0">
&nbsp;

</p>
  <p class="MsoNormal" style="tab-stops: 180.0pt 324.0pt; margin-top: 0; margin-bottom: 0"><u>&nbsp;/s/
  P. A. Crossgrove&nbsp;&nbsp;&nbsp; </u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  Director&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; June 24, 2005


</p>
<p class="MsoNormal" style="tab-stops: 180.0pt 324.0pt; margin-top: 0; margin-bottom: 0">P.A.
Crossgrove

</p>
<p class="MsoNormal" style="tab-stops: 171.0pt 315.0pt; margin-top: 0; margin-bottom: 0">&nbsp;

</p>
<p class="MsoNormal" style="tab-stops: 171.0pt 315.0pt; margin-top: 0; margin-bottom: 0">&nbsp;

</p>
  <p class="MsoNormal" style="tab-stops: 180.0pt 324.0pt; margin-top: 0; margin-bottom: 0"><u>&nbsp;/s/
  H. W. Bromley&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  &nbsp;&nbsp;Chief Financial Officer&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  June 24, 2005

</p>
<p class="MsoNormal" style="tab-stops: 180.0pt 324.0pt; margin-top: 0; margin-bottom: 0">H.
W. Bromley&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
and Principal Accounting

</p>
  <p class="MsoNormal" style="tab-stops: 180.0pt 315.0pt; margin-top: 0; margin-bottom: 0">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  &nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Officer

</p>

  <p class="MsoNormal" style="tab-stops: 180.0pt 315.0pt; margin-top: 0; margin-bottom: 0">&nbsp;

</p>

  <p class="MsoBodyText" align="center" style="text-align: center; border-bottom-style: solid; border-bottom-color: #808080; margin-left: 0cm; margin-right: 0cm; margin-top: 0cm; margin-bottom: 18.0pt">Page
  21

  </p>

</body>

</html>
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New Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
  THE SECURITIES ACT OF 1933
BINGO.COM, LTD.
(Exact name of
  registrant as specified in its charter)
Anguilla, B.W.I.
(State or
        other jurisdiction of incorporation or organization)
98-0206369
(I.R.S.
        Employer Identification No.)
Spencer House, Box 821
The Valley, Anguilla, British West Indies
(Address of
  Principal Executive Offices and Zip Code)
1999 Stock Option Plan
2001 Stock Option Plan
2005 Stock Option Plan
(Full title of
  the plan(s))
Gerald R. Tuskey, Personal
  Law Corporation
Suite 1000, 409 Granville Street
Vancouver, British Columbia, Canada  V6C
  1T2
(Name and
  address of agent for service)
604-681-9588
(Telephone
  number, including area code, of agent for service)
Copies
  of all communications, including all communications sent to the agent for
  service, should be sent to:
Gerald R. Tuskey
Gerald R. Tuskey, Personal Law Corporation
Suite 1000, 409 Granville Street, Vancouver, British Columbia, Canada 
  V6C 1T2
Telephone:  604.681-9588
Facsimile:  604.688-4933
CALCULATION
  OF REGISTRATION FEE
Title
        of
securities
        to
be
        registered
Amount
        to be
Registered
        (1)
Proposed
maximum
offering
price
        per share
Proposed
Maximum
aggregate
offering
        price
Amount
        of
registration
fee
Common
        stock, no par value, issuable upon the exercise of options that may be
        granted under the 1999, 2001 and 2005 Stock Option Plans
7,120,000
shares
$0.94
        (2)
$6,692,800
$787.74
(1)          
  Pursuant to Rule 416(c), this Registration Statement also registers
  such additional shares of common stock as may become issuable pursuant to the
  anti-dilution provisions of the 1999, 2001 and 2005 Stock Option Plans.
(2)          
  Based on the last sale price of a share of our common stock as reported
  by The Nasdaq OTC Bulletin Board on June 23,
  2005 in accordance with Rule 457(c) promulgated under the Securities Act of
  1933, as amended.
In accordance with the provisions of Rule 462 promulgated under the
  Securities Act of 1933, this registration statement will become effective upon
  filing with the Securities and Exchange Commission.
PART
  I
INFORMATION
  REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1.  Plan Information
We will send or make available the documents containing
  the information specified in Part I of Form S-8 to individuals who participate
  in our 1999, 2001 and 2005 Stock Option Plans. 
  Copies of the 1999, 2001 and 2005 Stock Option Plans are attached as
  Exhibits 4.1, 4.2 and 4.3 to this Form S-8.  The form of Stock Option Agreement for use under the 1999, 2001 and
  2005 Stock Option Plans are attached as Exhibits 4.4, 4.5 and 4.6 to this Form
  S-8.
This registration statement relates to a maximum of 7,120,000 common
  shares in the capital of our company issuable upon the exercise of options
  granted under the 1999, 2001 and 2005 Stock Option Plans.
Item 2.  Registrant
  Information and Employee Plan Annual Information
We will provide, without charge, to each person to whom a copy of the
  Section 10(a) prospectus is delivered, upon oral or written request, a copy of
  any or all documents incorporated by reference in Item 3 of Part II of this
  registration statement (which documents are incorporated by reference in the
  Section 10(a) prospectus).  Requests
  should be directed to the Corporate Secretary, Bingo.com, Ltd.
Page
  2
REOFFER PROSPECTUS
The date of this prospectus is
  June 24, 2005
BINGO.COM, LTD.
Spencer House, Box 821
The Valley, Anguilla, British West Indies
Telephone:  (264) 497-8129
625,850 Shares of Common Stock
This
  reoffer prospectus relates to a maximum of 625,850 shares of our common stock
  which may be offered and resold from time to time by the selling stockholders
  identified in this reoffer prospectus.  It
  is anticipated that the selling stockholders will offer shares for sale at
  prevailing prices on the OTC Bulletin Board on the date of sale. 
  We will receive no part of the proceeds from sales made under this
  reoffer prospectus.  The selling
  stockholders will bear all sales commissions and similar expenses.  Any other expenses incurred by us in connection with this registration
  statement and offering and not borne by the selling stockholders will be borne
  by us.
The
  selling stockholders and any brokers executing selling orders on his behalf
  may be deemed to be "underwriters" within the meaning of the
  Securities Act of 1933, in which event commissions received by such brokers
  may be deemed to be underwriting commissions under the Securities Act of 1933.
Our
  common shares are quoted on the OTC Bulletin Board under the trading symbol
  "BNGOF".  On June 23, 2005, the last reported closing
  price of our common stock was $0.94 per share on the OTCBB.
Our
  principal executive offices are located at Spencer House, Box 821, The Valley,
  Anguilla, B.W.I. and our telephone number is (264) 497-8129.
The common shares offered
  pursuant to this registration statement involve a high degree of risk.  See "Risk Factors" on page 6 of this reoffer
  prospectus.
NEITHER
  THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS
  APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR
  ADEQUACY OF THIS PROSPECTUS.  ANY
  REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.
Page
  3
REOFFER PROSPECTUS
TABLE OF CONTENTS
PROSPECTUS SUMMARY
5
THE
  OFFERING
5
OUR
  COMPANY
5
OUR BUSINESS
5
FORWARD
  LOOKING STATEMENTS
6
RISK
  FACTORS
6
INFORMATION
  ABOUT THE OFFERING
14
USE
  OF PROCEEDS
14
SELLING STOCKHOLDERS
14
PLAN
  OF DISTRIBUTION
15
EXPERTS
16
LEGAL MATTERS
17
MATERIAL CHANGES
17
INCORPORATION
  OF DOCUMENTS BY REFERENCE
17
AVAILABLE
  INFORMATION
17
DISCLOSURE
  OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
17
SIGNATURES
21
Page
  4
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information and financial statements and notes thereto appearing elsewhere in
this reoffer prospectus.  Consequently,
this summary does not contain all of the information that you should consider
before investing in our common stock.  You
should carefully read the entire reoffer prospectus, including the "Risk
Factors" section, and the documents and information incorporated by
reference into this reoffer prospectus.
THE OFFERING
Presently Outstanding Number of Shares:
26,594,603
Securities being registered:
625,850 shares of common stock held by existing shareholders and
      acquired on the exercise of stock options.
Securities Issued:
The 625,850 shares of common stock to be registered under this
      prospectus are already issued and may be sold by existing shareholders.
Use of Proceeds:
We will not receive any proceeds from the sale of shares sold by the
      selling shareholders.
OTC Bulletin Board Symbol:
BNGOF
Expiration Date
This offering will expire 24 months from the effective date of this
prospectus.
OUR COMPANY
Our company, Bingo.com, Ltd., was incorporated on September 30, 2004,
under the International Business Companies Act of Anguilla, B.W.I. 
From the date of its incorporation until April 5, 2005, our Company
existed solely as a wholly-owned subsidiary of Bingo.com, Inc., a publicly
traded, Florida corporation.  On
April 6, 2005, our Company merged with its parent company, Bingo.com, Inc. and
our Company was the surviving corporation of the merger. 
Our Company assumed all of the assets and liabilities of Bingo.com, Inc.
upon the effective date of the merger.  The
management team, assets, liabilities and business of Bingo.com, Inc. became the
management team, assets, liabilities and business of our Company upon the
effective date of the merger.  The
principal reason for our merger with Bingo.com, Inc. was to facilitate the
re-incorporation of Bingo.com, Inc. under the International Business Companies
Act of Anguilla, B.W.I.
Our registered offices are located at Spencer House, Box 821, The
Valley, Anguilla, British West Indies.  Our
telephone number is (264) 497-8129.
We have not been involved in any bankruptcy, receivership or similar
proceedings.
All dollar amounts in this prospectus are U.S. dollars.
OUR BUSINESS
Our Company is in the business of
developing and operating a bingo based web portal designed to provide a variety
of free and cash games and other forms of entertainment, including an online
Page
  5
community, chat rooms, contests, sweepstakes, tournaments, and more. 
Our Company envisions becoming the pre-eminent bingo-based web portal on
the Internet, using its bingo.com domain name and incorporating a variety of
games and content to attract and retain a large number of subscribers. 
Our Company's existing website has attracted over 1,200,000 registered
users and served over 3,000,000,000 bingo cards since its inception. 
As there are a fixed number of bingo cards (3) per player in our free
games, the total number of cards served provides a direct correlation to the
number of games played (over 1,000,000,000) and a general indication of the
levels of Internet traffic generated by our company's website. 
The levels of Internet traffic have a direct impact on our company's
revenues as, generally, the greater the Internet traffic, the greater the
numbers of advertisements served.  Our
Company intends to continue to build on this subscriber base to further develop
its online presence.
We filed our Form 10 with the Securities and Exchange Commission on June
9, 1999.  On March 19, 1997, our
common stock was approved for trading on the OTCBB under the symbol "PGLB". 
In January 1999, when we changed our name to Bingo.com, Inc., our OTCBB
symbol was changed to "BIGG".  On
July 26, 1999, we changed our trading symbol from "BIGG" to "BIGR".  On April 6, 2005, Bingo.com, Inc. effected a merger with Bingo.com, Ltd.
and as a result of the merger, our OTCBB symbol was changed to "BNGOF ".
FORWARD LOOKING STATEMENTS
This reoffer prospectus contains
forward-looking statements as that term is defined in the Private Securities
Litigation Reform Act of 1995.  These
statements relate to future events or our future financial performance. 
In some cases, you can identify forward-looking statements by terminology
such as "may", "will", "should",
"expects", "plans", "anticipates",
"believes", "estimates", "predicts",
"potential" or "continue" or the negative of these terms or
other comparable terminology.  These
statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks in the section entitled
"Risk Factors", that may cause our or our industry's actual results,
levels of activity, performance or achievements to be materially different from
any future results, levels of activity, performance or achievements expressed or
implied by these forward-looking statements.
Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements.  Except as required by applicable law, including the
securities laws of the United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual results.
As used in this reoffer prospectus, the terms "we",
"us", "our" and "Company" means Bingo.com, Ltd.
and our subsidiaries, unless otherwise indicated.
RISK FACTORS
Much of the information included in
this registration statement includes or is based upon estimates, projections or
other "forward looking statements". 
Such forward looking statements include any projections or estimates made
by us and our management in connection with our business operations.  While these forward-looking statements, and any assumptions upon which
they are based, are made in good faith and reflect our current judgment
regarding the direction of our business, actual results will almost always vary,
sometimes materially, from any estimates, predictions, projections, assumptions
or other future performance suggested herein.
Those forward-looking statements also involve
certain risks and uncertainties.  Factors,
risks and uncertainties that could cause or contribute to such differences
include those specific risks and uncertainties discussed below and those
discussed in our Annual Report on Form 10-KSB, filed with the Securities and
Exchange Commission on March 21, 2005.  The
cautionary statements made in this
Page
  6
document should be read as being applicable
to all related forward-looking statements wherever they appear in this document.
Our common shares are considered
speculative during the development of our new business operations. Prospective
investors should consider carefully the risk factors set out below.
Risks
Related to Our Business
We
have a limited operating history and a history of losses and expect future
losses, and there can be no assurances that we will achieve and sustain
profitability.
We have incurred significant net losses and negative cash flow from
operations since our inception.  We
incurred net losses of ($968,708) in fiscal 2002, ($235,491) in fiscal 2003 and
($71,640) in fiscal 2004 and net profit of $32,209 in the first quarter of 2005. 
As of March 31, 2005, we had an accumulated deficit of $9,449,165, and
during the quarter ended March 31, 2005, we provided cash of $61,435 in
operating activities (during the year ended December 31, 2004, we provided cash
of $190,884, in 2003 fiscal year we provided cash of $58,749 and in 2002 fiscal
year we used cash of $95,275).  Although
we reduced our operating costs and our cash utilization rate significantly and
increased our revenues during the first quarter of 2005 and the 2004 and 2003
fiscal years, we will continue to incur sales and marketing and general and
administrative expenses in the future.  As
a result, we may incur losses in the future and will need to generate higher
revenues in order to achieve sustainable profitability.
We may not be able to generate sufficient revenue to entirely support
our operations in fiscal 2005 due to a number of factors including, among
others:
-          
the cost of promoting and marketing our bingo portal, especially the cost
of advertising the bingo for cash site;
-          
  the general demand for online advertising may decrease, as may
advertising rates, which would impact our advertising revenue;
-          
  the costs associated with developing our software and technologies,
installing equipment and expanding our facilities;
-          
  the costs associated with hiring and retaining experienced management and
staff for our operations.
-           
  the impact of government legislation on our advertisers and the bingo
for cash site.
-            the possible lack of demand and deposits in our cash bingo site.
We
are subject to risks and challenges frequently encountered by early stage
companies engaged in early stage enterprises and Internet commerce.
We face risks, uncertainties, expenses and difficulties frequently
encountered by companies in their early stages of development that may be using
new and unproven business models, particularly companies engaged in Internet
commerce.
These risks include:
-          
our revenue forecasts may be incorrect because of our limited experience
selling our products and services;
-          
our ability to generate revenues will depend on selling advertising and
attracting players for the bingo for cash games on a website focused on bingo
entertainment;
-          
as our business grows and the expectations of our customers increase, we
must develop and upgrade our infrastructure, including internal controls,
transaction processing capacity, data storage and retrieval systems and website
to remain competitive.  We may not
have the capital resources to do so;
Page
  7
-          
we compete with a number of larger competitors, such as Electronic Arts
(Pogo.com), Yahoo! and Cyberbingo, with greater financial, capital, technical,
marketing and human resources and experience than us;
-          
we may not be able to continue to offer new and exciting content that is
attractive and compelling to existing users;
-          
our business is dependent upon the Internet for commerce and growth;
-           
  general economic conditions could change and adversely affect our
business;
-            
  licensing regulations could change affecting our ability to offer bingo
for cash.
We
are substantially dependent on third parties for most aspects of our business.
We have chosen to pursue a strategy whereby we have outsourced many of
our mission-critical business functions, including website hosting, and serving,
and web server collocation.  Most of
these functions are performed by a limited number of small companies.  As a result, we face increased risk that our business could be
interrupted by the failure of any one of our key vendors or suppliers, and such
an interruption could have a material impact on our financial position and
results of operations.
We
will need additional capital to continue to operate our business.
We have just recently achieved profitable operations but are not ensured
of a long-term source of consistent and reliable revenue. 
As of March 31, 2005, we had $157,337 in cash (December 31, 2004, -
$74,032 and December 31, 2003, $34,046).  Although
our cash flow is improving, we may need to obtain additional financing to grow
our operations for the duration of 2005.  We
are constantly looking for new sources of revenue that will help fund our
business.  There can be no assurances that this will be achieved.
If we successfully raise additional funds through the issuance of debt,
we will be required to service that debt and are likely to become subject to
restrictive covenants and other restrictions contained in the instruments
governing that debt, which may limit our operational flexibility. 
We raised $1,004,750 on April 7, 2005, via a private placement of our
securities under Regulation S.  If
we raise additional funds through further issuances of equity securities, then
those securities may have rights, preferences or privileges senior to the rights
of holders of our common stock, and holders of our common stock will experience
dilution.
We cannot be certain that such additional debt or equity financing will
be available to us on favorable terms when required, or at all.  If we cannot raise funds in a timely manner, or on acceptable terms, we
may not be able to promote our brand, develop or enhance our products and
services, take advantage of future opportunities or respond to competitive
pressures or unexpected requirements, and we may be required to reduce or limit
operations.
If
our key personnel leave the Company, our ability to succeed will be adversely
affected
The future success of the Company will depend on certain key management,
marketing, sales and technical personnel.  We are currently dependent on our President and Chief
Executive Officer, T. M. Williams, for the success of the business. 
We also rely upon consultants and advisors who are not employees. 
The loss of key personnel could have a material adverse effect on our
operations.  We do not maintain
key-man life insurance on any of our key personnel. 
The inability to attract, retain and motivate highly skilled personnel
required for expansion of operations and development of technologies could
adversely affect our business, financial condition and results of operations. 
We cannot assure you that we will be able to retain our existing
personnel or attract additional, qualified persons when required and on
acceptable terms.
Page
  8
The
effect of the proposed "Unlawful Internet Gambling Funding Prohibition Act".
During the 2003 fiscal year, the House Judiciary Committee of the US
Government approved HR21 "Unlawful Internet Gambling Funding Prohibition
Act".  This bill creates a new
crime of accepting financial instruments, such as credit cards or electronic
fund transfers, for debts incurred in illegal Internet gambling. 
The bill enables state and federal Attorneys General to request that
injunctions be issued to any party, such as financial institutions and Internet
Service Providers, to assist in the prevention or restraint of illegal Internet
gambling.  This bill still needs to
be ratified by the Senate before it becomes passed as law.  While the legal status of Internet gambling is unclear in many
jurisdictions at this time, many of our advertisers including the Company's
bingo for cash games may be affected by this bill should it become law, or any
other similar bill and therefore the Company's revenue stream may be affected.
The
effect of United States Government Action against Websites publishing
advertising for Internet gambling operators.
Current anti-Internet gambling sentiment in the United States appears to
be expanding to include taking action against "publisher" websites based in
the United States.  Any website
which accepts advertising from Internet gambling websites is potentially at
risk.  In 2003, the United States
government started a grand jury investigation, led by the United States
attorney's office in St. Louis, to look into American companies working with
offshore casinos.  In April 2004,
United States marshals seized approximately $3 million in advertising proceeds
paid by an offshore casino to Discovery Networks under an "aiding and
abetting" legal theory.  Many of
our advertisers, including the Company's bingo for cash site, may be affected
by these actions and therefore the Company's revenue stream may be affected.
We
have capacity constraints and system development risks that could damage our
customer relations or inhibit our possible growth, and we may need to expand our
management systems and controls quickly, which may increase our cost of
operations
Our success and our ability to provide high quality customer service
largely depends on the efficient and uninterrupted operation of our computer and
communications systems and the computers and communication systems of our third
party vendors in order to accommodate any significant numbers or increases in
the numbers of consumers and advertisers using our service. 
Our success also depends upon our and our vendors' abilities to rapidly
expand transaction-processing systems and network infrastructure without any
systems interruptions in order to accommodate any significant increases in use
of our service.
We and our service providers may experience periodic systems
interruptions and infrastructure failures, which we believe will cause customer
dissatisfaction and may adversely affect our results of operations.  Limitations of technology infrastructure may prevent us from maximizing
our business opportunities.
We cannot assure you that our and our vendors' data repositories,
financial systems and other technology resources will be secure from security
breaches or sabotage, especially as technology changes and becomes more
sophisticated.  In addition, many of
our and our vendors' software systems are custom-developed and we and our
vendors rely on employees and certain third-party contractors to develop and
maintain these systems. If certain of these employees or contractors become
unavailable, we and our vendors may experience difficulty in improving and
maintaining these systems.  Furthermore,
we expect that we and our vendors may continue to be required to manage multiple
relationships with various software and equipment vendors whose technologies may
not be compatible, as well as relationships with other third parties to maintain
and enhance their technology infrastructures.  Failure to achieve or maintain high capacity data transmission and
security without system downtime and to achieve improvements in their
transaction processing systems and network infrastructure could have a
materially adverse effect on our business and results of operations.
Page
  9
Increased
security risks of online commerce may deter future use of our website, which may
adversely affect our ability to generate revenue
Concerns over the security of transactions conducted on the Internet and
the privacy of consumers may also inhibit the growth of the Internet and other
online services generally, and online commerce in particular. 
Failure to prevent security breaches could significantly harm our
business and results of operations.  We
cannot be certain that advances in computer capabilities, new discoveries in the
field of cryptography, or other developments will not result in a compromise or
breach of the algorithms used to protect our transaction data. 
Anyone who is able to circumvent our or our vendors' security measures
could misappropriate proprietary information, cause interruptions in our
operations or damage our brand and reputation. 
We may be required to incur significant costs to protect against security
breaches or to alleviate problems caused by breaches.  Any well-publicized compromise of security could deter people from using
the Internet to conduct transactions that involve transmitting confidential
information or downloading sensitive materials, which would have a material
adverse effect on our business.
We
face the risk of system failures, which would disrupt our operations
A disaster could severely damage our business and results of operations
because our services could be interrupted for an indeterminate length of time. 
Our operations depend upon our ability to maintain and protect our
computer systems.
Our systems and operations are vulnerable to damage or interruption from
fire, floods, earthquakes, hurricanes, power loss, telecommunications failures,
break-ins, sabotage and similar events.  The occurrence of a natural disaster or unanticipated
problems at our principal business headquarters or at a third-party facility
could cause interruptions or delays in our business, loss of data or render us
unable to provide our services.  In
addition, failure of a third-party facility to provide the data communications
capacity required by us, as a result of human error, natural disaster or other
operational disruptions, could cause interruptions in our service.  The occurrence of any or all of these events could adversely affect our
reputation, brand and business.
We
face risks of claims from third parties for intellectual property infringement
that could adversely affect our business
Our services operate in part by making Internet services and content
available to our users.  This
creates the potential for claims to be made against us, either directly or
through contractual indemnification provisions with third parties. 
These claims might, for example, be made for defamation, negligence,
copyright, trademark or patent infringement, personal injury, invasion of
privacy or other legal theories.  Any claims could result in costly litigation and be time
consuming to defend, divert management's attention and resources, cause delays
in releasing new or upgrading existing services or require us to enter into
royalty or licensing agreements.
Litigation regarding intellectual property rights is common in the
Internet and software industries.  We
expect that Internet technologies and software products and services may be
increasingly subject to third-party infringement claims as the number of
competitors in our industry segment grows and the functionality of products in
different industry segments overlaps.  There
can be no assurance that our services do not or will not in the future infringe
the intellectual property rights of third parties. 
Royalty or licensing agreements, if required, may not be available on
acceptable terms, if at all.  A
successful claim of infringement against us and our failure or inability to
license the infringed or similar technology could adversely affect our business.
Our success and ability to compete are substantially dependent upon our
technology and data resources, which we intend to protect through a combination
of patent, copyright, trade secret and/or trademark law.
Page
  10
We currently have no patents or trademarks issued to date on our
technology and there can be no assurances that we will be successful in securing
them when necessary.
We
may not be able to protect our Internet domain name, which is important to our
branding strategy
Our Internet domain name, www.bingo.com, is an extremely important part
of our business. Governmental agencies and their designees generally regulate
the acquisition and maintenance of domain names.  The regulation of domain names in the United States and in
foreign countries may be subject to change. 
Governing bodies may establish additional top-level domains, appoint
additional domain name registrars or modify the requirements for holding domain
names.  As a result, we may be
unable to acquire or maintain relevant domain names in all countries in which we
conduct business.  Furthermore, the
relationship between regulations governing domain names and laws protecting
trademarks and similar proprietary rights is unclear. 
Therefore, we may be unable to prevent third parties from acquiring
domain names that are similar to, infringe upon or otherwise decrease the value
of our trademarks and other proprietary rights.  Third parties have acquired domain names that include
"bingo" or variations thereof both in the United States and elsewhere,
which may result in an erosion of our user base.
If
we are unable to maintain our popularity with third party Search engines then
our customer base, and therefore, our advertising revenue will not continue to
grow.
Due to our limited capital we do not run large advertising campaigns. 
We are, therefore, reliant on third party Search engines such as Google
and Yahoo! to provide prospective customers with links to facilitate traffic to
www.bingo.com. Historically, the Company's Website has been listed first when
users have searched for the word "bingo" on many third party search engines. 
This ranking continues today but, given the increasing competition for
rankings, including the trend towards paid rankings, there can be no guarantees
that the Company's Website will continue to maintain such a ranking. 
The high ranking levels that the Company's Website has maintained has
resulted in Bingo.com obtaining between 800 to 1200 new registrations per day
which, is highly attractive to our advertisers. 
We believe that these search engines are important in order to facilitate
broad market acceptance of our service and thus enhance our sales.  We continue to look for new methods to optimize our ranking position with
various Internet Search Engines, including the maintenance of reciprocal links
with complementary third party sites.
Our
financial position and results of operations will vary depending on a number of
factors, most of which are out of our control
We anticipate that our operating results will vary widely depending on a
number of factors, some of which are beyond our control.  These factors are likely to include:
-          
demand for our online services by registered users, advertisers and
consumers;
-          
prices paid by advertisers using our service, which fluctuate with the
changing market;
-          
costs of attracting consumers to our website, including costs of
receiving exposure on third-party websites and advertising costs;
-          
costs related to forming strategic relationships;
-          
loss of strategic relationships;
-          
our ability to significantly increase our distribution channels;
-          
competition from companies offering same or similar products and services
and from companies with much deeper financial, technical, marketing and human
resources;
-          
the amount and timing of operating costs and capital expenditures
relating to expansion of our operations;
-          
costs and delays in introducing new services and improvements to existing
services;
-          
changes in the growth rate of Internet usage and acceptance by consumers
of electronic commerce;
-          
changes and introduction of new software e.g. Pop up blockers;
Page
  11
Risks
Related to Our Industry
If
we are unable to meet the changing needs of our industry, our ability to compete
will be adversely affected
We operate in an intensely competitive industry. 
To remain competitive, we must be capable of enhancing and improving the
functionality and features of our online services. 
The Internet portal, the online advertising industry and the Internet
gaming industry are rapidly changing.  If
competitors introduce new products and services embodying new technologies, or
if new industry standards and practices emerge, our existing services,
technology and systems may become obsolete. 
There can be no assurances that we will be successful in responding
quickly, cost effectively and adequately to new developments or that funds will
be available to respond at all.  Any
failure by us to respond effectively would significantly harm our business,
operating results and financial condition.
Our future success will depend on our ability to accomplish the
following:
-          
license and develop leading technologies useful in our business;
-          
develop and enhance our existing products and services;
-          
develop new services and technologies that address the increasingly
sophisticated and varied needs of prospective consumers; and
-          
respond to technological advances and emerging industry standards and
practices on a cost-effective and timely basis.
Developing Internet services and other proprietary technology entails
significant technical and business risks, as well as substantial costs. 
We may use new technologies ineffectively, or we may fail to adapt our
services, transaction processing systems and network infrastructure to user
requirements or emerging industry standards. 
If our operations face material delays in introducing new services,
products and enhancements, our users may forego the use of our services and use
those of our competitors.  These
factors could have a material adverse effect on our financial position and
results of operations.
If
our web portal is unable to achieve and maintain a critical mass of registered
users, advertisers and consumers, we may be unable to sell advertising or to
generate revenue
The success of our web portal is dependent upon achieving significant
market acceptance of our site by registered users, advertisers and consumers. 
Internet advertising in general is at an early stage of development and
most potential advertisers have only limited experience advertising on the
Internet and have not devoted a significant portion of their advertising
expenditures to Internet advertising.  Our
competitors and potential competitors may offer more cost-effective advertising
solutions, which could damage our business. 
In addition, our website may not achieve significant acceptance by
registered users and consumers and therefore lower deposits in our cash bingo
site.  Failure to achieve and
maintain a critical mass of registered users; advertisers and consumers would
seriously harm our business.
Our
business may be subject to government regulation and legal uncertainties that
may increase the costs of operating our web portal, limit our ability to sell
advertising, or interfere with future operations of the Company
There are currently few laws or regulations directly applicable to
access to, or commerce on, the Internet.  Due
to the increasing popularity and use of the Internet, it is possible that laws
and regulations may be adopted, covering issues such as user privacy,
defamation, pricing, taxation, content regulation, quality of products and
services, and intellectual property ownership and infringement. 
Such legislation could expose the Company to substantial liability as
well as dampen the growth in use of the Internet, decrease the acceptance of the
Internet as a communications and commercial medium, or require the Company to
incur significant expenses in complying with any new regulations.
Page
  12
The applicability to the Internet of existing laws governing issues such
as gambling, property ownership, copyright, defamation, obscenity and personal
privacy is uncertain.  The Company
may be subject to claims that our services violate such laws. 
Any new legislation or regulation in the United States, Canada or abroad
or the application of existing laws and regulations to the Internet could damage
our business.  In addition, because
legislation and other regulations relating to online games vary by jurisdiction,
from state to state and from country to country, it is difficult for us to
ensure that our players are accessing our portal from a jurisdiction where it is
legal to play our games.  We
therefore, cannot ensure that we will not be subject to enforcement actions as a
result of this uncertainty and difficulty in controlling access.
In addition, our business may be
indirectly affected by our suppliers or customers who may be subject to such
legislation.  Increased regulation
of the Internet may decrease the growth in the use of the Internet or hamper the
development of Internet commerce and online entertainment, which could decrease
the demand for our services, increase our cost of doing business or otherwise
have a material adverse effect on our business, results of operations and
financial condition.
Risks
Associated With Our Common Stock
Our
shares are considered "Penny Stock" and are subject to the "Penny Stock"
rules, which may adversely affect your ability to sell your shares
Rules 15g-1 through 15g-9 promulgated under the Exchange Act impose
sales practice and disclosure requirements on certain brokers-dealers who engage
in certain transactions involving Penny Stock.  Subject to certain exceptions, a Penny Stock generally
includes any non-NASDAQ equity security that has a market price of less than
$5.00 per share.  We anticipate that
our shares are deemed to be Penny Stock for the purposes of the Exchange Act. 
The additional sales practice and disclosure requirements imposed upon
brokers-dealers may discourage broker-dealers from effecting transactions in our
shares, which could severely limit the market liquidity of our shares and impede
the sale of our shares in the secondary market.
Under the Penny Stock regulations, a broker-dealer selling Penny Stock
to anyone other than an established customer or Accredited Investor (generally,
an individual with net worth in excess of $1,000,000 or an annual income
exceeding $200,000, or $300,000 together with his or her spouse) must make a
special suitability determination for the purchaser and must receive the
purchaser's written consent to the transaction prior to sale, unless the
broker-dealer or the transaction is otherwise exempt.  In addition, the Penny Stock regulations require the
broker-dealer to deliver, prior to any transaction involving a Penny Stock, a
disclosure schedule prepared by the Commission relating to the Penny Stock
market, unless the broker-dealer or the transaction is otherwise exempt. 
A broker-dealer is also required to disclose commissions payable to the
broker-dealer and the registered representative and current quotations for the
securities.  Finally, a
broker-dealer is required to send monthly statements disclosing recent price
information with respect to the Penny Stock held in a customer's account and
information with respect to the limited market in Penny Stocks.
Substantial sales of our common stock could cause our
stock price to fall.
If our stockholders sell substantial amounts of
our common stock, including shares issued upon the exercise of outstanding
options and warrants, the market price of our common stock could decline.  We have the following outstanding:
26,594,603 shares of common stock, trading at $0.94 on June
    23,
2005.
200,000 warrants to purchase shares of common
stock exercisable at $0.25.
3,849,150 stock options to purchase shares of
common stock with exercise prices ranging from $0.05 to $0.30.
Page
  13
Of the 26,594,603 outstanding shares, 13,144,478
shares are held under rule 144 of the Securities and Exchange Act of 1933 and
are therefore not freely tradable.
We
have not declared dividends and may never declare dividends, which may affect
the value of your shares
We have never declared or paid any dividends on our common stock and do
not expect to pay any dividends in the near future.
INFORMATION ABOUT THE OFFERING
This reoffer prospectus relates to a
maximum of 625,850 shares of our common stock which may be offered and resold
from time to time by the selling stockholders identified in this reoffer
prospectus.  It is anticipated that
the selling stockholders will offer shares for sale at prevailing prices on the
OTC Bulletin Board on the date of sale.  We
will not receive any proceeds from the sales of common stock by the selling
stockholders under this reoffer prospectus. 
The selling stockholders will pay for the cost of all sales commissions
and similar expenses.  We will
however pay for all of the costs associated with the filing of this registration
statement.
USE
OF PROCEEDS
We
will not receive any of the proceeds from the sale of the up to 625,850 shares
of common stock by the selling stockholders which have been issued upon exercise
of options issued under our
1999 and 2001 Stock Option Plans.
SELLING
STOCKHOLDERS
The following table identifies the selling
stockholders and indicates the amount to be offered for each of the selling
stockholder's account.  The selling
stockholders are not obligated to sell the shares offered in this reoffer
prospectus and may choose not to sell any of the shares or only a part of the
shares.  The Securities and Exchange
Commission rules require that we assume that the selling stockholders sell all
of the shares offered with this reoffer prospectus.
Selling
        Stockholder
Number of
Shares Subject
to Options
(1)
Shares
Being
Registered
Mark
        Devereux
500,000
99,250
Jason
        Williams
500,000
109,000
Rosita
        Morandin
250,000
97,550
Richard
        Postgate
250,000
73,250
Shannon
        Harrison
200,000
53,800
John
        Fong
75,000
7,500
Stephen
        Chu
100,000
35,500
Randy
        Peterson
150,000
150,000
TOTAL:
2,025,000
625,850
Page
  14
(1)
Represents shares of our common stock underlying options granted to each
of the named selling stockholders under the 1999 and 2001 Stock Option Plans,
whether or not exercisable as of, or within 60 days of, the date of this reoffer
prospectus.
Under
the Securities Exchange Act of 1934, any person engaged in a distribution of the
shares offered by this reoffer prospectus may not simultaneously engage in
market making activities with respect to our common shares during the applicable
"cooling off" periods prior to the commencement of such distribution.
In
addition, and without limiting the foregoing, the selling stockholders will be
subject to applicable provisions of the Securities Exchange Act of 1934 and the
rules and regulations thereunder, which provisions may limit the timing of
purchases and sales of the shares by the selling stockholders.
PLAN
OF DISTRIBUTION
The selling stockholders may, from time to time, sell all or a portion
of their shares of our common stock on any market upon which the common stock
may be quoted (currently the OTC Bulletin Board), in privately negotiated
transactions or otherwise.  Such
sales may be at fixed prices prevailing at the time of sale, at prices related
to the market prices or at negotiated prices.  The shares of common stock being offered by this reoffer prospectus may
be sold by the selling stockholder by one or more of the following methods,
without limitation:
(a)  
  block trades in which the broker or dealer so engaged will attempt to sell the
  shares of common stock as agent but may position and resell a portion of the
  block as principal to facilitate the transaction;
(b)  
  purchases by broker or dealer as principal and resale by the broker or dealer
  for its account pursuant to this reoffer prospectus;
(c)  
  an exchange distribution in accordance with the rules of the applicable
  exchange;
(d)  
  ordinary brokerage transactions and transactions in which the broker solicits
  purchasers;
(e)  
  privately negotiated transactions;
(f)  
  market sales (both long and short to the extent permitted under the federal
  securities laws);
(g)  
  at the market to or through market makers or into an existing market for the
  shares;
(h)  
  through transactions in options, swaps or other derivatives (whether exchange
  listed or otherwise); and
(i)    
  a combination of any of the aforementioned methods of sale.
In effecting sales, brokers and dealers engaged by the selling
stockholders may arrange for other brokers or dealers to participate. 
Brokers or dealers may receive commissions or discounts from a selling
stockholder or, if any of the broker-dealers act as an agent for the purchaser
of such shares, from the purchaser in amounts to be negotiated which are not
expected to exceed those customary in the types of transactions involved. 
Broker-dealers may agree with a selling stockholder to sell a specified
number of the shares of common stock at a stipulated price per share  Such an agreement may also require the broker-dealer to
purchase as principal any unsold shares of common stock at the price required to
fulfil the broker-dealer commitment to the selling stockholders if such
broker-dealer is unable to sell the shares on behalf of the selling stockholder. 
Broker-dealers who acquire shares of common stock as principal may
thereafter resell the shares of common stock from time to time in transactions
which may involve block transactions and sales to and through other
broker-dealers, including transactions of the nature described above. 
Such sales by a broker-dealer could be at prices and on terms then
prevailing at the time of sale, at prices related to the then-current market
price or in negotiated transactions.  In
connection with such resales, the broker-dealer may pay to or receive from the
purchasers of the shares commissions as described above.
Page
  15
The selling stockholders and any
broker-dealers or agents that participate with the selling stockholders in the
sale of the shares of common stock may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933 in connection with these sales. 
In that event, any commissions received by the broker-dealers or agents
and any profit on the resale of the shares of common stock purchased by them may
be deemed to be underwriting commissions or discounts under the Securities Act
of 1933.
From time to time, the selling stockholders may pledge their shares of
common stock pursuant to the margin provisions of their customer agreements with
their respective brokers.  Upon a
default by a selling stockholder, the broker may offer and sell the pledged
shares of common stock from time to time.  Upon
a sale of the shares of common stock, the selling stockholder intends to comply
with the prospectus delivery requirements under the Securities Act of 1933 by
delivering a prospectus to each purchaser in the transaction.  We intend to file any amendments or other necessary documents in
compliance with the Securities Act of 1933 which may be required in the event
the selling stockholder defaults under any customer agreement with brokers.
To the extent required under the Securities Act of 1933, a
post-effective amendment to this registration statement will be filed,
disclosing the name of any broker-dealers, the number of shares of common stock
involved, the price at which the common stock is to be sold, the commission paid
or discounts or concessions allowed to such broker-dealers, where applicable.
We and the selling stockholders will be subject to applicable provisions
of the Securities Exchange Act of 1934 and the rules and regulations under it,
including, without limitation, Rule 10b-5 and, insofar as the selling
stockholders are a distribution participant and we, under certain circumstances,
may be a distribution participant, under Regulation M.  All of the foregoing may affect the marketability of the common stock.
All expenses of the registration
statement including, but not limited to, legal accounting, printing and mailing
fees are and will be borne by us.  Any
commissions, discounts or other fees payable to brokers or dealers in connection
with any sale of the shares of common stock will be borne by the selling
stockholder, the purchasers participating in such transaction, or both.
Any shares of common stock covered by this reoffer prospectus which
qualify for sale pursuant to Rule 144 under the Securities Act of 1933 may be
sold under Rule 144 rather than pursuant to this reoffer prospectus.
EXPERTS
Our financial statements as at
December 31, 2004, filed with this prospectus and registration statement have
been audited by Dohan and Company, P.A., C.P.A.'s, as set forth in their
report accompanying the financial statements and are included herein in reliance
upon the report, and upon the authority of the firm as experts in accounting and
auditing.
LEGAL MATTERS
The validity of the common shares
offered by this reoffer prospectus will be passed upon for us and the selling
stockholders by Clark Wilson LLP, Vancouver, British Columbia, Canada.
MATERIAL CHANGES
There have been no material changes to the affairs of our Company since
March 31, 2005, which have not previously been described in a report on Form
10-QSB or Form 8-K.
Page
  16
INCORPORATION OF DOCUMENTS BY
REFERENCE
See Part II, Item 3 on page 17 herein for a list of documents filed by
our company with the United States Securities and Exchange Commission (the
"SEC") which are incorporated herein by reference.
AVAILABLE INFORMATION
You should only rely on the
information incorporated by reference or provided in this reoffer prospectus or
any supplement.  We have not
authorized anyone else to provide you with different 
information.  The common
stock is not being offered in any state where the offer is not permitted.  You should not assume that the information in this reoffer prospectus or
any supplement is accurate as of any date other than the date on the front of
this reoffer prospectus.
We file Form 8-K reports and other information with the Securities and
Exchange Commission as is required by the Securities Exchange Act of 1934. 
You may read and copy any reports, statements or other information we
have filed at the Securities and Exchange Commission's Public Reference Room at
450 Fifth Street N.W., Washington, D.C. 20549. 
Please call the Securities and Exchange Commission at 1-800-SEC-0330 for
further information on the Public Reference Rooms.  Our filings are also available on the Internet at the Securities and
Exchange Commission's website at http:\\www.sec.gov.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES
Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers or persons controlling our business pursuant to
the provision in the section entitled "Indemnification of Directors and
Officers" (see below), we have been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is therefore unenforceable.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.  Incorporation of Documents by Reference.
The SEC allows us to "incorporate by reference" information
into this registration statement, which means that we can disclose important
information to you by referring you to another document filed separately with
the SEC. The information incorporated by reference is deemed to be part of this
registration statement, except for any information superseded by information in
this registration statement.
The following documents filed by our company with the SEC are
incorporated herein by reference:
1.        
The description of our common stock contained in the Registration
Statement on Form SB-2/A (SEC file number 333-124560), filed with the Securities
and Exchange Commission on May 17, 2005, including all amendments and reports
for the purpose of updating such description.
2.        
The description of our common stock contained in the Registration
Statement on Form S-4/A and Form 424B4 (SEC file number 333-120120 and
333-120120-01), filed with the Securities and Exchange Commission on March 4,
2005 and March 9, 2005 respectively, which went effective on March 8, 2005,
including all amendments and reports for the purpose of updating such
description.
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3.        
Our Annual Report on Form 10-KSB, filed on March 21, 2005.
4.         Our Quarterly Report on Form 10-QSB, filed on May 16, 2005.
5.        
Our Current Report on Form 8-K, filed on April 18, 2005.
6.        
Our Current Report on Form 8-K, filed on April 15, 2005.
7.        
Our Current Report on Form 8-K, filed on April 7, 2005.
All documents that we subsequently
file pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment indicating that
all of the securities offered pursuant to this reoffer prospectus have been sold
or deregistering all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be part hereof
from the date of filing of such documents. 
Any statement contained in a document incorporated by reference in this
registration statement shall be deemed to be modified or superseded for purposes
of this registration statement to the extent that a statement contained in this
reoffer prospectus or in any subsequently filed document that is also
incorporated by reference in this reoffer prospectus modifies or supersedes such
statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
We will provide, without charge, to each person to whom a copy the
Section 10(a) prospectus is delivered, upon oral or written request, a copy of
any or all documents incorporated by reference in Item 3 of Part II of this
registration statement (which documents are incorporated by reference in the
Section 10(a) prospectus). Requests should be directed to the President,
Bingo.com, Ltd., Spencer House, Box 821, The Valley, Anguilla, B.W.I.  Our telephone number is (264) 497-8129.
You may read and copy any reports, statements or other information we
have filed at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549.  Please call
the SEC at 1-800-SEC-0330 for further information on the Public Reference Rooms.
Our filings are also available on the Internet at the SEC's website at http:\\www.sec.gov.
Item
4.  Description of Securities
Not applicable.
Item
5.  Interests of Named Experts and
Counsel
Not applicable.
Item
6.  Indemnification of Directors and
Officers
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
Under the Anguilla International Business Companies Act, an
international business company may indemnify any officer or director provided
that the person being indemnified has acted honestly and in good faith with a
view to the best interests of the Company and in the case of criminal
proceedings, the person had no reasonable cause to believe that his conduct was
unlawful.
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Item 7. 
Exemption
from Registration Claimed.
Not
applicable.
Item
8.  Exhibits
4.1       
1999 Stock Option Plan
4.2       
2001 Stock Option Plan
4.3       
2005 Stock Option Plan
4.4       
1999 Stock Option Agreement
4.5       
2001 Stock Option Agreement
4.6       
2005 Stock Option Agreement
5.        
Legal Opinion of Clark Wilson LLP
23.1      Consent
of Clark Wilson LLP (included in Exhibit 5)
23.2      Consent
of Independent Auditors (Dohan and Company, P.A., C.P.A.'s)
Item
9.  Undertakings
(a)        We hereby undertake:
(1)  To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i)         to
include any prospectus required by Section 10(a)(3) of the Securities Act of
1933, as amended;
(ii)        to reflect in the prospectus any facts or events arising after the
effective date of this registration statement (or the most recent post-effective
amendment hereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this registration statement;
and
(iii)      
to include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement;
PROVIDED,
HOWEVER, that undertakings set forth in paragraphs (i) and (ii) above do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2)  That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.
(3)  To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(b)  We hereby undertake that, for purposes of determining any liability under
the Securities Act of 1933, each filing of our annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in this registration statement shall be
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deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c)  
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and persons controlling our
company pursuant to the foregoing provisions, or otherwise, we have been advised
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by our company of expenses incurred or paid by a director, officer or
controlling person of our company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, our company will, unless in the
opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by us is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Vancouver, Province of British
Columbia, Canada, on June 24,
2005.
Bingo.com,
Ltd.
/s/ T. M. Williams
/s/ H. W. Bromley
T.M. Williams,                         
                       
           H. W. Bromley,
Chief Executive Officer and Director                            
  Chief Financial Officer and
Principal Accounting Officer
/s/ P. A. Crossgrove
P.A. Crossgrove, Director
In accordance with the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates stated.
Signature
Title
Date
/s/
  T. M. Williams
President, C.E.O.                       
June 24, 2005
T.M.
Williams                       
and Director
/s/
  P. A. Crossgrove
Director                          
             June 24, 2005
P.A.
Crossgrove
/s/
  H. W. Bromley
Chief Financial Officer                
  June 24, 2005
H.
W. Bromley                       
and Principal Accounting
Officer
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