-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wh2EYHwmznJDHYDj2v5YIIK/ElaR9gkVZBQb1hQPNZ6Ohf7h5YiTMmVgKteOMeHx QdkCtHkCBVAH8hCwtXw+rw== 0001337851-06-000036.txt : 20060803 0001337851-06-000036.hdr.sgml : 20060803 20060803110644 ACCESSION NUMBER: 0001337851-06-000036 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060803 DATE AS OF CHANGE: 20060803 GROUP MEMBERS: PRAETORIAN CAPITAL MANAGEMENT LLC GROUP MEMBERS: PRAETORIAN OFFSHORE LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BINGO.COM LTD. CENTRAL INDEX KEY: 0001318482 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 000000000 STATE OF INCORPORATION: 1A FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81694 FILM NUMBER: 061000623 BUSINESS ADDRESS: STREET 1: NATIONAL BANK OF ANGUILLA CORP. BUILDING STREET 2: 1ST FLOOR, ST. MARY CITY: THE VALLEY STATE: 1A ZIP: 0000000 BUSINESS PHONE: 264 497 8129 MAIL ADDRESS: STREET 1: NATIONAL BANK OF ANGUILLA CORP. BUILDING STREET 2: 1ST FLOOR, ST. MARY CITY: THE VALLEY STATE: 1A ZIP: 0000000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Praetorian Capital Management LLC CENTRAL INDEX KEY: 0001337851 IRS NUMBER: 134223355 STATE OF INCORPORATION: DE FISCAL YEAR END: 1205 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 119 WASHINGTON AVENUE STREET 2: SUITE 600 CITY: MIAMI BEACH STATE: FL ZIP: 33139 BUSINESS PHONE: 305-534-8210 MAIL ADDRESS: STREET 1: 119 WASHINGTON AVENUE STREET 2: SUITE 600 CITY: MIAMI BEACH STATE: FL ZIP: 33139 SC 13G 1 bngof13gfiling20060803.txt BNGOF 13G FILING OF 2006 08 03 SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) Bingo.com, Ltd. (Name of Issuer) Common Stock (Title of Class of Securities) G11152108 (CUSIP Number) August 3, 2006 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) (Page 1 of 5 Pages) - ---------------- *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 the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for purposes 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). CUSIP No. G11152108 13G Page 2 of 5 Pages - ---------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS Praetorian Capital Management LLC (See Item 2(A)) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 13-4223355 - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [X] (b) [ ] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ----------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER SHARES ______________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 2,030,000 (See Item 4) OWNED BY ______________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 2,030,000 (See Item 4) - ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,030,000 (See Item 4) - ----------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.48% - ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON ** IA - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. G11152108 13G Page 2 of 5 Pages - ---------------------------------------------------------------------------- (2) NAMES OF REPORTING PERSONS Praetorian Offshore Ltd. (See Item 2(A)) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 98-0465606 - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [X] (b) [ ] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - ----------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER SHARES ______________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 2,030,000 (See Item 4) OWNED BY ______________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 2,030,000 (See Item 4) - ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,030,000 (See Item 4) - ----------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.48% - ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON ** OO - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. G11152108 13G Page 3 of 5 Pages Item 1(a). Name of Issuer: The name of the issuer is Bingo.com, Ltd. (the "Issuer"). Item 1(b). Address of Issuer's Principal Executive Offices: 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(a). Name of Person Filing: This Schedule 13G is being filed by Praetorian Capital Management LLC, a Delaware Limited Liability Company (the "Management Company") which serves as investment manager or advisor to Praetorian Offshore Ltd. (the "Fund") with respect to the shares of Common Stock (as defined in Item 2(d)) 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. Item 2(b). Address of Principal Business Office or, if None, Residence: The address of the business office of the Reporting Person is: Praetorian Capital Management LLC 119 Washington Avenue, Suite 600 Miami Beach, FL 33139 Item 2(c). Citizenship: Delaware Item 2(d). Title of Class of Securities: Common Stock, no par value (the "Common Stock") Item 2(e). CUSIP Number: G11152108 Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Act, (b) [ ] Bank as defined in Section 3(a)(6) of the Act, (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act, (d) [ ] Investment Company registered under Section 8 of the Investment Company Act of 1940, (e) [ ] Investment Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E), (f) [ ] Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1 (b)(1)(ii)(F), (g) [ ] Parent Holding Company or control person in accordance with Rule 13d-1 (b)(1)(ii)(G), CUSIP No. G11152108 13G Page 4 of 5 Pages (h) [ ] Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act, (i) [ ] Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940, (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Not applicable. Item 4. Ownership. (a) Amount beneficially owned: 2,030,000 Percent of class: 7.48%. The percentages used herein and in the rest of Item 4 are calculated based upon the 27,135,903 shares of Common Stock outstanding as of May 12, 2006, as set forth in the Company's Form 10-QSB for the quarter ended March 31, 2006. Since our last filing of July 20, 2006, we made the following transactions: July 24, 2006 purchased 17,500 shares July 25, 2006 purchased 4,000 shares July 27, 2006 purchased 6,100 shares July 28, 2006 purchased 36,000 shares July 31, 2006 purchased 50,200 shares August 1, 2006 purchased 6,600 shares (b) (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 2,030,000 (iii)Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: 2,030,000 Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. See response to Item 2(A) Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. CUSIP No. G11152108 13G Page 5 of 5 Pages Item 10. Certification. The Reporting Person hereby makes the following certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: August 3, 2006 /s/ Harris B. Kupperman Praetorian Offshore Ltd. By: Praetorian Capital Management LLC Its: Investment Manager By: Harris B. Kupperman Its: President -----END PRIVACY-ENHANCED MESSAGE-----