UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
Bingo.com, Ltd.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
G11152108
(CUSIP Number)
Praetorian Capital Management LLC
1000 South Pointe Dr, Suite 1508
Miami Beach, FL 33139
504-231-3714
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 4, 2010
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and
is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f)
or 240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Section
240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
Page 1 of 6 Pages
CUSIP No. G11152108 13D Page 2 of 6 Pages
______________________________________________________________________
1. Names of Reporting Persons
Praetorian Capital Management LLC (See Item 2(A))
I.R.S. Identification Nos. of above persons (entities only).
13-4223355
______________________________________________________________________
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
______________________________________________________________________
3. SEC Use Only
______________________________________________________________________
4. Source of Funds (See Instructions) AF
______________________________________________________________________
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
______________________________________________________________________
6. Citizenship or Place of Organization
Delaware
______________________________________________________________________
7. Sole Voting Power
____________________________________________________
Number of
Shares 8. Shared Voting Power 8,658,499 shares
Beneficially ____________________________________________________
Owned By
Each 9. Sole Dispositive Power
Reporting ______________________________________________________
Person With
10. Shared Dispositive Power 8,658,499 shares
______________________________________________________________________
11. Aggregate Amount Beneficially Owned by Each Reporting Person
8,658,499 shares
______________________________________________________________________
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
______________________________________________________________________
13. Percent of Class Represented by Amount in Row (11) 20.9%
______________________________________________________________________
14. Type of Reporting Person (See Instructions) IA
______________________________________________________________________
CUSIP No. G11152108 13D Page 3 of 6 Pages
______________________________________________________________________
1. Names of Reporting Persons
Praetorian Offshore Ltd. (See Item 2(A))
I.R.S. Identification Nos. of above persons (entities only).
98-0465606
______________________________________________________________________
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
______________________________________________________________________
3. SEC Use Only
______________________________________________________________________
4. Source of Funds (See Instructions) WC
______________________________________________________________________
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
______________________________________________________________________
6. Citizenship or Place of Organization
Cayman Islands
______________________________________________________________________
7. Sole Voting Power
____________________________________________________
Number of
Shares 8. Shared Voting Power 8,658,499 shares
Beneficially ____________________________________________________
Owned By
Each 9. Sole Dispositive Power
Reporting ______________________________________________________
Person With
10. Shared Dispositive Power 8,658,499 shares
______________________________________________________________________
11. Aggregate Amount Beneficially Owned by Each Reporting Person
8,658,499 shares
______________________________________________________________________
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
______________________________________________________________________
13. Percent of Class Represented by Amount in Row (11) 20.9%
______________________________________________________________________
14. Type of Reporting Person (See Instructions) OO
______________________________________________________________________
CUSIP No. G11152108 13D Page 4 of 6 Pages
______________________________________________________________________
Item 1. Security and Issuer
This Schedule 13D relates to the common stock, no par value per share
(the "Common Stock") of Bingo.com, Ltd. (the "Issuer"). The Issuer's
principal executive offices are located at National Bank of Anguilla
Corporate Building, 1st Floor, St Mary's Road, TV1 02P, The Valley,
Anguilla, B.W.I.
Item 2. Identity and Background
(a) This statement is filed on behalf of Praetorian Capital Management
LLC (the "Management Company") a Delaware limited liability company,
and Praetorian Offshore Ltd. ("PO Ltd."), a Cayman Islands exempted
company (the "Fund") (collectively, the Management Company and the Fund
are the "Reporting Person"). The Management Company serves as
investment manager or advisor to the Fund with respect to the shares of
Common Stock directly owned by the Fund. The Management Company makes
the investment and voting decisions on behalf of the Fund but owns no
direct investments in the securities of the Issuer. The Fund directly
owns the shares of the Common Stock of the Issuer but does not make any
decisions as to voting or buying or selling shares of the Issuer.
(b) The address of the business office of the Reporting Person is c/o
Praetorian Capital Management LLC, 1000 South Pointe Dr., Suite 1508,
Miami Beach, FL 33139.
(c) The principal business of the Management Company is to provide
investment advisory services. The principal business of the Fund is to
serve as an investment fund under the direction of the Management
Company.
(d) During the last five years, neither the Management Company nor the
Funds have been convicted in a criminal proceeding.
(e) During the last five years, neither the Management Company nor the
Funds have been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction.
(f) The Management Company is a Delaware limited liability company.
The Fund is a Cayman Islands exempted company.
Item 3. Source and Amount of Funds or Other Consideration
Our last 13D filing was dated February 25, 2010, and provided
documentation of prior purchase and sale activity (see Item 5 (a))
through February 25, 2010. Between February 26, 2010, and March 4,
2010, an additional 22,500 shares were purchased by the Fund at an
aggregate purchase price of $3,947.53. The source of funding for the
purchase of these shares was the Fund's working capital.
CUSIP No. G11152108 13D Page 5 of 6 Pages
______________________________________________________________________
Item 4. Purpose of Transaction
The Reporting Person acquired the Common Stock of the Issuer for
investment in the ordinary course of business because it believes the
shares represent an attractive investment opportunity.
The Reporting Person may acquire additional Common Stock via open-
market transactions. However, there is no timetable or pre-arranged
plan related to the purchase of additional Common Stock. Such
decisions will be made based on trading activity and the relative value
of the Common Stock, as defined by market conditions.
The Reporting Person has no current expectation of attempting to
influence management of the Issuer regarding its business plans,
business processes, or directors or management personnel. The
Reporting Person's purchase of the Common Stock was made based on the
perceived investment merits related to the Common Stock. While the
Reporting Person expects to be in periodic contact with the Issuer's
management personnel, the Reporting Person is in full agreement with
the Issuer's business plan.
Item 5. Interest in Securities of the Issuer
(a) As of the date hereof, the Reporting Person is the beneficial
owner of 8,658,499 shares of Common Stock, representing approximately
20.9% of the Issuer's outstanding Common Stock. All percentages set
forth in this Schedule 13D are based on the Issuer's statements on its
10-Q for the quarter ended September 30, 2009 as to the number of
outstanding shares of common stock (41,517,703).
(b) See Item 2(a).
(c) The following table sets forth all transactions by the Reporting
Person with respect to the Common Stock of the Issuer between February
26, 2010, and March 4, 2010.
No. of
Shares Price
Reporting Buy/ Purchased Per
Person Trade Date Sell (Sold) Share How effected
PO Ltd. 3/03/2010 Buy 17,000 0.1757 Open Market
PO Ltd. 3/04/2010 Buy 5,500 0.1747 Open Market
(d) Not Applicable
(e) Not Applicable
CUSIP No. G11152108 13D Page 6 of 6 Pages
______________________________________________________________________
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
None
Item 7. Material to Be Filed as Exhibits
None
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
March 4, 2010
_________________________________
Date
/s/ Wesley N. Cooper
_________________________________
Signature
Praetorian Offshore Ltd.
By: Praetorian Capital Management LLC
Its: Investment Manager
By: Wesley N. Cooper
Its: Chief Financial Officer
_________________________________
Name/Title
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)