Exhibits and Financial Statement Schedules.
Exhibit Number
Description
2.1
Agreement and Plan of Merger dated October 15, 2004
3.1
Articles of Incorporation, as filed with the Issuer's Form 10-SB (file no. 000-26319) filed on June 9, 1999 incorporated herein by reference
3.2
Articles of Amendment, as filed with the Issuer's Form 10-SB (file no. 000-26319) filed on June 9, 1999 incorporated herein by reference
3.3
Articles of Amendment, as filed with the Issuer's Form 10-SB (file no. 000-26319) filed on June 9, 1999 incorporated herein by reference
3.4
Articles of Amendment, as filed with the Issuer's Form 10-SB (file no. 000-26319) filed on June 9, 1999 incorporated herein by reference
3.5 *
Articles of Continuance
3.6 *
Bylaws
4.1 *
Dissent and Appraisal Rights of the Florida Business Corporations Act
4.2 *
Form of Dissenter's Appraisal Notice
5.1
Legal Opinion of Clark Wilson
5.2
Legal Opinion of Wigley & Associates
8.1
Legal opinion of Jay R. Eaton, P.C., Tax Counsel
10.1 Debenture A, as filed with the Issuer's Form 10Q on June 25, 2001, incorporated herein by reference.
10.2 Warrant A, as filed with the Issuer's Form 10Q on June 25, 2001, incorporated herein by reference.
10.3 Debenture B, as filed with the Issuer's Form 10Q on November 14, 2002, incorporated herein by reference.
10.4 Warrant B, as filed with the Issuer's Form 10Q on November 14, 2002, incorporated herein by reference.
10.5 Amended Consultant Agreement with T.M. Williams, as filed with the Issuer's Form 10Q on August 14, 2002, incorporated herein by reference.
10.6 Demand Promissory Note issued to Pentar Holdings Inc. dated September 9, 2002.
10.7 Demand Promissory Note issued to Tryon Miles Williams dated August 15, 2002.
13.1
Form 10Q for the Period ended September 30, 2003, filed on November 12, 2003, incorporated herein by reference.
13.2 *
Audited financial statements of Bingo Florida for the Year ended December 31, 2003.
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Exhibit Number
Description
13.3
Form 10QSB for the Period ended March 31, 2004, filed on May 17, 2004, incorporated herein by reference.
13.4
Form 10QSB for the Period ended June 30, 2004, filed on August 16, 2004,incorporated herein by reference.
13.5 *
Form 10QSB for the Period ended September 30, 2004, filed on November 15, 2004, incorporated herein by reference.
21 *
Subsidiary of the Issuer
23
Consent of Dohan and Company, P.A., C.P.A.'s
* Previously Filed
Undertakings
The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of this Registration Statement through the date of responding to the request.
The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.
The undersigned registrant hereby undertakes:
(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;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such
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information in this Registration Statement. provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the 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 that 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.
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through the use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
The registrant undertakes that every prospectus: (i) that is filed pursuant to the immediately preceding paragraph, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes 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 that time shall be deemed to be the initial bona fide offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant 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, on February 8, 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
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
Signature Title Date
/s/ T. M Williams Chief Executive February 8, 2005
T.M. Williams Officer and Director
/s/ H. W. Bromley Chief Financial Officer February 8, 2005
H. W. Bromley and Principal Accounting
Officer
/s/ P. A. Crossgrove Director February 8, 2005
P. A. Crossgrove
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