Bingo.com Inc (fka BIGR)

[SmokingUSA]

Employment Arrangements

The Company entered into a management consulting agreement with T.M. Williams (Row), Ltd., an Anguilla incorporated company and Mr. Williams dated August 20, 2001, (the "Williams Agreement"), amended February 28, 2002, in connection with the provision of services by Mr. Williams as President and Chief Executive Officer of the Company.

The term of the amended Williams Agreement is for a period of one year, unless terminated sooner by any of the parties under the terms and conditions contained in the amended Williams Agreement. If the amended Williams Agreement is not terminated by any of the parties, the term may be renewed for a further one year period at the option of T.M. Williams (Row), Ltd., on substantially the same terms and conditions, by giving three months notice in writing to the Company. The agreement was renewed for a further one year period on August 1, 2004, on substantially the same terms and conditions. The Company will pay to T.M. Williams (Row), Ltd., 10% of the operating profit of the Company, as defined in the amendment, to a maximum of $25,000 per month, in arrears, during the duration of the amended Williams Agreement, as consideration for the provision of the services of Mr. Williams as President and Chief Executive Officer of the Company.

OTHER MATTERS
Legal Matters

The legal validity of the Bingo Anguilla common stock offered hereby will be passed upon by Clark Wilson, counsel to Bingo Florida and Wigley & Associates, counsel to Bingo Anguilla.

The tax ramifications to our shareholders and our Company resulting from our continuation has been passed upon by Jay R. Eaton, P.C.

Experts

The consolidated audited financial statements of Bingo Florida as of December 31, 2003, incorporated in this information statement/prospectus by reference to Bingo Florida's Annual Report on Form 10-K for the year ended December 31, 2003, have been so incorporated in reliance on the report of Dohan and Company, independent accountants, given on the authority of said firm as experts in auditing and accounting.

Market for Common Equity and Related Stockholder Matters

Our common stock is currently quoted on the National Association of Securities Dealers OTC Bulletin Board (the "OTCBB") under the symbol BIGR.

On March 19, 1997, the Company's 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". There were no trades of our securities on the OTCBB prior to the first quarter 1999. The bid quotations set forth below, reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not reflect actual transactions.

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Quarter Ended
High
Low

September 30, 2004
$0.20
$0.07

June 30, 2004
$0.18
$0.08

March 31, 2004
$0.11
$0.04

December 31, 2003
$0.08
$0.03

September 30, 2003
$0.11
$0.05

June 30, 2003
$0.09
$0.03

March 31, 2003
$0.03
$0.02

December 31, 2002
$0.05
$0.025

September 30, 2002
$0.08
$0.04

June 30, 2002
$0.13
$0.04

March 31, 2002
$0.15
$0.07


On February 7, 2005, the last reported sale price of our common stock, as reported by the OTCBB, was $0.54 per share.

As of February 8, 2005, the Company believes there are approximately 3,193 shareholders (including nominees and brokers holding street accounts) of the Company's shares of common stock.

Other than described above, the Company's shares of common stock are not and have not been listed or quoted on any other exchange or quotation system.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

On March 26, 2003, the Board of Directors of the Company approved the appointment of Dohan and Company, CPA's, P.A. ("Dohan") of Miami, Florida, as our new independent auditors effective March 27, 2003, and the termination of Davidson & Company ("Davidson") as the principal accountant engaged to audit the Company's financial statements. The change in the Company's certifying accountant was due to the Company requiring a United States registered accountant is needed to audit our financial statements. During the year ended December 31, 2001, and from the date of appointment of Davidson as the Company's independent accountant on August 7, 2001, and through the date of this report, (i) there were no "reportable events," as defined in Item 304(a)(1)(v) of Regulation S-K, and (ii) we did not, and nobody on our behalf has, consulted Dohan regarding any of the accounting and auditing matters or events set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.

The report of Davidson on our financial statements for the year ended December 31, 2001, did not contain an adverse opinion or disclaimer of opinion nor was it qualified or modified as to uncertainty, audit scope or accounting principles, except that the report contained an explanatory paragraph regarding our ability to continue as a going concern. The change of Davidson was effective as of March 27, 2003, and was approved by our directors, and was not due to any disagreement between us and Davidson.

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During the year ended December 31, 2001, and from the date of appointment of Davidson as the Company's independent accountant on August 7, 2001, and the subsequent interim periods preceding Davidson's dismissal, there were no disagreements with Davidson on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which disagreements, if not resolved to the satisfaction of Davidson's, would have caused Davidson to make reference to the subject matter of the disagreement in connection with its report. We have authorized Davidson to respond fully to any subject matter with respect to our financial statements.

We have not been advised by Davidson of any of the following:

a) lack of internal controls necessary for us to develop reliable financial statements;

b) any information that has come to the attention of our independent accountants that has lead them to no longer rely on management's representations or that has made them unwilling to be associated with the financial statements prepared by management;

c) any need to expand significantly the scope of their audit or information that has come to their attention during the fiscal years prior to and preceding the change in independent accountants that, if further investigated, would:

(i) materially impact the fairness or reliability of the previously issued independent accountants' report or the financial statements issued or covering such period; or

(ii) cause Davidson to become unwilling to rely on management's representations or that has made them unwilling to be associated with our financial statements, or due to the dismissal of Davidson or any other reason, Davidson did not so expand the scope of the audit or conduct such further investigation; or

d) any information that has come to the attention of Davidson that has lead them to conclude that such information materially impacts the fairness or reliability of the audit reports or the financial statements issued covering the two fiscal years prior to and preceding the change in the independent accountants (including information that, unless resolved, to the satisfaction of such independent accountant, would prevent it from rendering an unqualified audit report on those financial statements ) and due to the dismissal of Davidson or any other reason, any issue has not been resolved to such independent accountants satisfaction prior to the dismissal of Davidson.

The Company provided Davidson with a copy of the letter addressed to the Securities and Exchange Commission ("Commission") prior to filing it with the Commission. The Company requested that Davidson furnish the Company with a letter to the Commission stating whether Davidson agrees with the foregoing disclosure.

WHERE YOU CAN FIND MORE INFORMATION
Bingo Florida has filed the registration statement of which this information statement/prospectus is a part. The registration statement registers the distribution to Bingo Florida stockholders of the shares of Bingo Anguilla common stock to be issued in connection with the merger.

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Bingo Florida files annual, quarterly and current reports, information statements and other information with the SEC. You may read and copy any of this information at the SEC's public reference room at 450 Fifth Street N.W., Room 1024, Washington, D.C. 20549. You may obtain information on the operation of the SEC's Public Reference Room by calling the SEC at 1-800-SEC-0330.

The SEC also maintains an Internet web site that contains reports, information statements and other information regarding issuers, like Bingo Florida, that file electronically with the SEC. The address of that site is http://www.sec.gov. The SEC file number for Bingo Florida documents filed under the Exchange Act is 001087853.

The SEC allows Bingo Florida to "incorporate by reference" information into this information statement/prospectus. This means that Bingo Florida can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be a part of this information statement/prospectus, except for any information that is superseded by information that is included directly in this document.

This information statement/prospectus incorporates by reference the documents listed below that Bingo Florida has previously filed with the SEC. They contain important information about Bingo Florida and its financial condition.

File
Description

2003 - 10K
Form 10k filed March 29, 2004

2002 - 10K/A
Form 10K/A filed May 8, 2003

2004 - Q1 - 10QSB
Form 10-QSB filed May 17, 2004

2004 - Q2 - 10QSB
Form 10-QSB filed August 16, 2004

2004 - Q3 - 10QSB Form 10-QSB filed November 15, 2004

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Indemnification of Directors and Officers

Under Florida Law, indemnification of officers and directors is permissible when a director performs his or her duties in good faith, in a manner the director believes to be in the best interests of the corporation and its shareholders and has met the requisite standard of care.

Article 10 of our Articles of Incorporation states that to the fullest extent permitted by law, no director or officer of the corporation shall be personally liable to the corporation or its shareholders for damages for breach of any duty owed to the corporation or its shareholders.

Article 9.01 of our Bylaws provides that our corporation shall indemnify all directors and officers of our corporation for such expenses and liabilities, in such manner, under the circumstances and to such extent as permitted by the Florida Business Corporation Act, section 607.0850 as now enacted or hereafter amended. Unless otherwise approved by the board of directors of our company, our company shall not indemnify any employee of our corporation who is not otherwise entitled to indemnification pursuant to section 9.01 of our bylaws.

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Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised 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. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant 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, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.