SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d)

OF THE

SECURITIES EXCHANGE ACT OF 1934

~~October~~April 16, 2004 ~~2003~~

Date of report (Date of earliest event reported)

BINGO.COM, INC.

(Exact Name of Registrant as Specified in Its Charter)

Florida

Florida		98-0206369
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Suite ~~(State~~1405, or1166 ~~Other~~Alberni ~~Jurisdiction of Incorporation)~~Street,

~~000-26319~~ Vancouver, ~~98-0206369~~British Columbia,

~~(Commission~~Canada, ~~File Number) (IRS~~V6E ~~Employer Identification No.)~~3Z3

(Address ~~SUITE~~of ~~1405,~~Principal ~~1166~~Executive ~~ALBERNI STREET,~~Offices)

VANCOUVER, BRITISH COLUMBIA, CANADA V6E 3Z3

(Address of Principal Executive Offices) (Zip Code)

(604) 694-0300

(Registrant's Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

BINGO.COM, INC.

ITEM 1. CHANGES IN CONTROL OF REGISTRANT.

Not applicable.

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.

Not applicable.

ITEM 3. BANKRUPTCY OR RECEIVERSHIP.

Not applicable.

ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

Not applicable.

ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.

AtOn April 16, 2004, the ~~Annual~~holder ~~General~~of ~~Meeting~~Debenture "A", Bingo, Inc., has converted the principal amount of Debenture "A" ($1,250,000) into shares of the ~~Shareholders~~Company ~~held~~at ona ~~October~~conversion 15price of $0.125 per share, in accordance the rights and obligations under the Debenture "A" ~~2003~~agreement. In addition Bingo, Inc. has converted the ~~shareholders~~accrued interest as at April 16, 2004, ($400,667) into shares of the Company: at the amended conversion price of $0.20 per share. This amended share price was approved by the shareholders at the Annual general meeting on October 15, 2003.

The common stock that will be issued upon conversion of the principal amount of Debenture "A" (a10,000,000 shares) ~~Elected~~ and the ~~following~~accrued ~~persons~~interest (2,003,334 shares) will be subject to ~~serve~~certain asresale ~~directors~~restrictions, ~~until~~as ~~the~~defined ~~next~~in ~~annual~~Rule 144 ~~meeting~~promulgated orunder ~~until~~the ~~their~~Securities ~~successors~~Act ~~are~~of ~~duly~~1933, ~~qualified:~~as amended (the "Securities Act").

T. M. Williams

P.A. Crossgrove

(b) Approved the selection of Dohan and Company, P.A., CPA.'s as the Company's independent auditors for the fiscal year ending December 31, 2003.

(c) Approved the amendment to the Convertible Debenture "A" agreement to reduce the valuation price from $0.25 per share to $0.20 per share for an extension to the payment of the interest on the Convertible Debenture "A" currently due on the 16th of April 2004.

(d) Approved the ratification of the actions of the Company's Officers and Directors for the last year and for the period from the Fiscal year end through to the date of the shareholder meeting (October 15, 2003).

ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.

Not applicable.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial statements of businesses acquired:

Not Applicable.

(b) Pro forma financial information:

Not Applicable.

ITEM 8. CHANGE IN FISCAL YEAR.

Not applicable.

ITEM 9. REGULATION FD DISCLOSURE.

Not applicable.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BINGO.COM, INC.

(Registrant)

Date: ~~October 16~~ April 19, ~~2003~~ 2004 By: /s/ "T. M. Williams"

T. M. ~~WILLIAMS~~Williams, ~~PRESIDENT~~President

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