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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 20-F

 

(Mark One)

  REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2023

 

OR

 

  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

  SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of event requiring this shell company report

 

For the transition period from __________________ to __________________

 

Commission file number 333-120120-01

 

KIDOZ Inc.

 

(Exact name of registrant as specified in its charter)

 

canada

 

(Jurisdiction of incorporation or organization)

 

Pacific Centre, Suite 1500, 701 West Georgia Street

Vancouver, British Columbia, V7Y 1C6

Canada

(Address of principal executive offices)

 

Henry Bromley, Chief Financial Officer

Tel: +1 888-374-2163; Facsimile +1 604-694-0301

Pacific Centre, Suite 1500, 701 West Georgia Street

Vancouver, British Columbia, V7Y 1C6

Canada

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

 

Securities registered under Section 12(b) of the Exchange Act:

 

None

(Title of Each Class & Name of each exchange on which registered)

 

Securities registered under section 12(g) of the Exchange Act:

 

COMMON STOCK, NO PAR VALUE PER SHARE

(Title of class)

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

 

None

(Title of class)

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.        131,304,499 common shares no par value.

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer, “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer Accelerated filer Non-accelerated filer
        Emerging growth company

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.

 

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b) by the registered public accounting firm that prepared or issued its audit report.

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

U.S. GAAP International Financial Reporting Standards as issued by the International Accounting Standards Board Other

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

☐ Item 17 ☐ Item 18

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No

 

 

 

 

 

 

TABLE OF CONTENTS

 

Introduction 1
Forward-Looking Statements 1
Summary of Risk Factors 2
PART I 3
  ITEM 1. Identity of Directors, Senior Management and Advisers 3
  ITEM 2. Offer Statistics and Expected Timetable 3
  ITEM 3. Key Information 3
  ITEM 4. Information on the Company 9
  ITEM 4A. Unresolved Staff Comments 12
  ITEM 5. Operating and Financial Review and Prospects 12
  ITEM 6. Directors, Senior Management and Employees 22
  ITEM 7. Major Shareholders and Related Party Transactions 27
  ITEM 8. Financial Information 29
  ITEM 9. The Offer and Listing 30
  ITEM 10. Additional Information 30
  ITEM 11. Quantitative and Qualitative Disclosures about Market Risk 34
  ITEM 12. Description of Securities Other than Equity Securities 35
  PART II   36
  ITEM 13. Defaults, Dividend Arrearages and Delinquencies 36
  ITEM 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 36
  ITEM 15. Controls and Procedures 36
  ITEM 16A. Audit Committee Financial Expert 37
  ITEM 16B. Code of Ethics 37
  ITEM 16C. Principal Accountant Fees and Services 37
  ITEM 16D. Exemptions from the Listing Standards for Audit Committees 37
  ITEM 16E. Purchases of Equity Securities by the Company and Affiliated Purchasers 37
  ITEM 16F. Change in Registrant’s Certifying Accountants 38
  ITEM 16G. Corporate Governance 38
  ITEM 16H. Mine Safety Disclosure 39
  ITEM 16I. Disclosure regarding Foreign Jurisdictions that Prevent Inspections 39
  ITEM 16J. Insider Trading Policies 39
  ITEM 16K. Cybersecurity 39
  PART III   40
  ITEM 17. Financial Statements 40
  ITEM18. Financial Statements 40
  ITEM 19. Exhibits 40
  Signatures   41

 

 

 

 

INTRODUCTION

 

This annual report on Form 20-F for the year ended December 31, 2023, or this “annual report,” should be read in conjunction with our consolidated financial statements and notes thereto included in this annual report. Unless the context otherwise requires, all references in this document to “the Company,” “we,” “us,” and “our” refer to Kidoz Inc. and our subsidiaries.

 

We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) applicable to annual financial information and with the rules and regulations of the United States Securities and Exchange Commission.

 

As used in this annual report, Company means Kidoz Inc. (“Kidoz”) and the Company’s wholly-owned subsidiaries (collectively the “Company”). Information on the Company’s website www.kidoz.net is not incorporated by reference into this annual report.

 

FORWARD-LOOKING STATEMENTS

 

This Form 20-F Annual Report includes “forward-looking statements”. A shareholder or prospective shareholder should bear this in mind when assessing the Company’s business. All statements included in this annual report, other than statements of historical facts, including, without limitation, the statements located elsewhere herein regarding industry prospects and the Company’s financial position, are forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct.

 

This report on Form 20-F contains certain forward-looking information and forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended (the “U.S. Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and “forward-looking information” under Canadian securities laws (collectively referred to herein as “forward-looking statements”). All documents incorporated herein by reference, as well as statements made in press releases and oral statements that may be made by us or by officers, directors or employees acting on our behalf, that are not statements of historical fact constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to future events or the Company’s future performance. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause our actual results to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. Readers should consider statements that include the terms “believe,” “belief,” “expect,” “plan,” “anticipate,” “intend” or the like to be uncertain and forward-looking. In addition, all statements, trends, analyses and other information contained in this report relative to trends in net sales, gross margin, anticipated expense levels and liquidity and capital resources, constitute forward-looking statements. Particular attention should be paid to the facts of our limited operating history, the unpredictability of our future revenues, our need for and the availability of capital resources, the evolving nature of our business model, and the risks associated with systems development, management of growth and business expansion. Except as required by law, we undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise. All cautionary statements made herein should be read as being applicable to all forward-looking statements wherever they appear. The forward-looking statements contained in this Form 20-F are based on our current expectations and beliefs concerning future developments and their potential effects on us taking into account information currently available to us. These forward-looking statements are subject to risks, uncertainties and other factors, some of which are beyond our control, which could cause actual results to differ materially from this forecast or anticipated in such forward-looking statements.

 

Page 1

 

 

SUMMARY OF RISK FACTORS

 

Our business is subject to numerous risks and uncertainties, including those described in Item 3.D “Risk Factors.” You should carefully consider these risks and uncertainties when investing in our ordinary shares. Principal risks and uncertainties affecting our business include the following:

 

  Future operating or financial results;
  Fluctuations in currencies and interest rates;
  General market conditions;
  Regulations especially with regards to highly regulated market with a Children’s Online Privacy Protection Rule (“COPPA”) & General Data Protection Regulation (“GDPR”);
  Reliance on Apple and Google;
  Expanding and growing company;
  Reliance on key customers and suppliers;
  Retaining and attracting customers;
  No long term customer commitment;
  Reliance on third parties such sales houses around the world and outsourced technology developers, advertising exchanges and other strategic partners;
  Dependency on key management and personnel;
  Children’s advertising;
  Market conditions;
  Inappropriate advertisements;
  Cybersecurity;
  Technology;
  Outages;
  Cloud based servers;
  Placing advertisements in the incorrect segment;
  Additional financing;
  Payment risks;
  Changes in GAAP;
  Competition;
  Ad blockers;
  Failure to access advertising inventory;
  Fraud;
  Catastrophic events;
  Economic, Political and Market Conditions;
  Market for common shares;
  Volatility in the market;
  Public Company implications;
  Other factors discussed in “Item 3—Key Information—Risk Factors” of this annual report.

 

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PART 1

 

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

 

Not applicable to Form 20-F filed as annual report.

 

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

 

Not applicable to Form 20-F filed as annual report.

 

ITEM 3. KEY INFORMATION

 

A. Selected Financial Data

 

The following table presents selected historical financial data which has been derived in part from our audited consolidated financial statements included elsewhere in this annual report and should be read together with and qualified in its entirety by reference to such audited consolidated financial statements. The following table should be read together with “Item 5—Operating and Financial Review and Prospects.”

 

Consolidated Balance Sheet Data:

 

   2023   2022   2021 
Cash  $1,469,224   $2,363,530   $2,078,607 
Total assets   11,807,080    14,387,083    13,925,531 
Total liabilities   4,612,778    5,695,324    4,574,834 
Total stockholders’ equity   7,194,302    8,691,759    9,350,697 
Working capital   3,220,646    4,147,176    4,536,852 

 

Consolidated Statement of Operations Data for continuing operations:

 

   2023   2022   2021 
             
Revenue  $13,326,824   $15,097,056   $12,484,639 
                
Cost of sales   8,392,767    9,973,211    7,152,307 
Gross (loss) profit   4,934,057    5,123,845    5,332,332 
                
Operating expenses excluding interest and other income (expenses)   (6,153,451)   (5,897,412)   (4,357,188)
Amortization and expiration of right-of-use assets   (29,748)   (28,935)   (40,851)
Depreciation and amortization   (558,740)   (557,267)   (565,540)
Gain on derivative liability – warrants   51    23,314    60,207 
Interest and other income   1,049    185    241 
Income tax recovery / (expense)   25,978    150,489    (216,677)
Provision for doubtful receivables   (84,952)   -    - 
Stock awareness program   (146,300)   (161,332)   (402,845)
Net (loss) income  $(2,012,056)  $(1,347,113)  $(190,321)
                
Basic and diluted net (loss) income per share from continuing operations  $(0.02)  $(0.01)  $(0.00)
Weighted average common shares outstanding   131,305,254    131,481,983    131,340,989 

 

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Consolidated Cash flow data:

 

   2023   2022   2021 
Net cash (used in) provided by operating activities  $(823,640)  $433,745   $851,533 
Net cash used in investing activities   (8,714)   (26,533)   (384)
Net cash (used in) provided by financing activities   (61,952)   (122,289)   1,413 
Change in cash   (895,306)   284,923    852,562 
Cash  $1,469,224   $2,363,530   $2,078,607 

 

B. Capitalization and Indebtedness

 

Not Applicable.

 

C. Reasons for the Offer and Use of Proceeds

 

Not Applicable.

 

D. Risk Factors

 

The Company’s business is subject to numerous risks and uncertainties, including those described elsewhere in this MD&A, as well as general economic and market risks. The following discussion describes material risks and uncertainties that the Company has identified that may affect the Company’s results of operations and financial condition.

 

Risks Related to the Business

 

  Regulations - The Company operates in a highly regulated market with a Children’s Online Privacy Protection Rule (“COPPA”) & General Data Protection Regulation (“GDPR”). There is the risk that the regulations restrict the Company operations. The Company serves compliant contextual mobile advertising network that safely reaches hundreds of million kids, teens, and families every month.
     
  Reliant on Google and Apple - The Company is heavily reliant on Google and Apple, on whose platform the games where we advertise are hosted. The Company has been Google certified and has been approved by Apple.
     
  Expanding Company - the Company is a growing and expanding company. The Company’s revenues may be materially affected by the decisions of its management and/or customers, and due to a variety of other factors, many of which may be beyond the Company’s control. This may lead to expenses exceeding estimates or be incurred in the expectation of sales that do not occur or that occur later than expected. Management expects expenses to increase, especially hiring of additional staff to support its growth and expansion. Fluctuating results could cause unanticipated quarterly losses and cause the Company’s performance to fall below the expectations of investors, which could adversely affect the price of the common shares. The following will cause fluctuating results:

 

  Changes in demand for Kidoz Platform
  Changes in the Company’s customer base, additions, and losses of customers
  Changes in advertising budgets of our customers
  Changes in the availability of advertising inventory or in the cost of reaching customers through digital advertising.
  Disruptions or outages on the Kidoz platform.
  New technology or offering by the Kidoz competitors.
  Timing differences between our payments for advertising inventory and our collection of advertising revenue.
  Shifting views and behaviors of consumers concerning use of data.

  

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Based upon the factors above and others beyond the Company’s control, Kidoz forecasts future revenue, costs, and expenses, and continually reviews these forecasts. As a result, its operating results may, from time to time, fall below estimates or the expectations of securities analysts and investors.

 

  Managing growth - The Company has expanded rapidly over the last few years. The continued rapid growth of the Company may strain management, financial, technical, and other resources. The Company must expand its sales, marketing, technology, and operational staff and expand its controls. If Kidoz continues its rapid growth, it will incur additional expenses, and its growth may continue to place a strain on resources, infrastructure, and ability to maintain the quality of its offering. Accordingly, the Company may not be able to effectively manage and coordinate growth to achieve or maximize future profitability.
     
  Reliance on Key Customers - The Company is reliant on a relatively few customers and sales houses. The loss of a significant customer could harm the Company’s business and severely impact the future financial success of the Company. The Company is continually looking for new sales houses around the world to partner with.
     
  Retaining and attracting customers - The Company, to continue to grow, must attract new customers and encourage existing advertisers to purchase additional offerings. Our competitors may introduce lower costs or differentiated products or services that compete with our current offering on price or technology and therefore our sales are impaired. The Company has hired additional sales staff and is continually developing its technology.
     
  No long-term customer commitments - The Company does not have any long term commitments by its customers beyond the current insertion order, which can be cancelled prior to the campaign conclusion without any penalty. Therefore, the Company success is dependent on offering the best service and maintaining good customer relations. The Company allocates customer service personnel to manage the customer relationship.
     
  Reliance on third parties - the Company is reliant on third parties to operate. These third parties include external sales houses, outsourced technology developers, advertising exchanges and other strategic partners. If these third parties fail to perform as agreed could negatively affect our operations.
     
  Personnel - The loss of any member of the Company’s management team, could have a material adverse effect on its business and results of operations. The Company relies on its engineering staff to develop its technology; operations staff to manage and operate the campaigns and its sales teams to attract and retain key customers. The inability to hire, or the increased costs of new personnel, or the cost to maintain existing personnel could have a material adverse effect on the Company’s business and operating results. There is intense competition for capable personnel in all of these areas, and the Company may not be successful in attracting, training, integrating, motivating, or retaining new personnel, vendors, or subcontractors for these required functions. The growth of the Company is dependent on hiring additional personnel so there are additional costs in training these new personnel.
     
  Children advertising - The Company is dependent on advertising to children so therefore is affected by changes to this business segment. The Company is expanding into advertising to teens and families and to be less reliant on advertising to children.
     
  Market conditions - The economic uncertainty in the market has made and may continue to make it difficult for the Company to forecast revenue and operating results and to make decisions regarding operational cost structures and investments. The Company’s business depends on the overall demand for advertising and on the economic health of its customers. Economic downturns or unstable market conditions may cause the Company’s customers to decrease their advertising budgets, which could reduce usage of the Company’s platform and adversely affect its business, operating results, and financial condition.

 

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  Inappropriate advertisement - This is the risk that the Company serves an inappropriate advertisement. To mitigate this risk all adverts are human reviewed before the campaign commences.
     
  Cybersecurity - Cybersecurity attacks, including breaches, computer malware and computer hacking have become more prevalent recent years across all businesses. Any cybersecurity breach caused by hacking, which involves efforts to gain unauthorized access to information or systems, or to cause intentional malfunctions or loss or corruption of data, software, hardware or other computer equipment, or the inadvertent transmission of computer viruses could adversely affect the business, financial condition, results of operations or reputation of the Company. The Company believes that it is taken reasonable steps to protect the security, integrity and confidentiality of the information collected, used, stored and disclosed, but there is no guarantee that in the future inadvertent (e.g., software bugs or other technical malfunctions, employee error or malfeasance, or other factors) or unauthorized data access or use will not occur despite its efforts in the past and in the future.
     
  Technology - The Company’s future success is dependent on its ability to continue to develop and expand its products and technologies and to address the needs of its customers. The Company operates in an industry that is characterized by rapid technological change, frequent new product and service introductions and enhancements, uncertain product life cycles, changes in customer requirements, and evolving industry standards. The introduction of new products and new technologies, the emergence of new industry standards, or improvements to existing technologies could render the Company’s platform obsolete or relatively less competitive.
     
  Outages - In addition, the Company operates 24/7 business so if outages were to occur it is critical for the technology to be restored in a timely manner. Any delay in restoring the systems will have a negative effect on its business, operating results, and financial condition.
     
  Cloud based servers - The Company’s products and services involve storage using a third-party cloud-based hosting service. Any damage to, or failure of, the hosting service’s systems generally could result in interruptions in the use of the Company’s platform. Such interruptions may reduce the Company’s revenue, and adversely the Company’s ability to attract new customers. The Company’s business will also be harmed if its customers and potential customers believe its products or services are unreliable.
     
  Incorrect advertising – The Company is developing a teens and family platform under its Prado brand. Therefore, there is the risk that an inappropriate advertisement is served to children, which could result in fines to the Company and have a negative effect on its business, operating results, and financial condition. The Company has put in internal controls that ensure no non children advertisement is served to children.

 

Financial and Accounting Risks

 

  Additional financing - There can be no certainty that the Company’s financial resources and revenue from sales will be sufficient for its future needs. The Company may need to incur significant expenses for growth, operations, research, and development, as well as sales and marketing and other unforeseen costs. The ability of the Company to arrange such financing in the future will depend in part upon the prevailing capital market conditions as well as the business performance of the Company. It may be difficult or impossible for the Company to obtain debt financing or equity financing on commercially acceptable terms. In addition, the issuance of common shares for an equity financing may have a negative effect on the existing shareholders of the Company such as dilution or negative sentiments in the market to the equity financing.

 

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  Growth – Kidoz anticipates continued growth that could require substantial financial and other resources to, among other things: (a) expand and develop product offerings; (b) improve technological infrastructure, including investing in its technology (c) cover general and administrative expenses, including legal, accounting, and other expenses; (d) cover sales and marketing expenses, including a significant expansion of the Company’s direct sales organization. Investment in these, however, may not yield anticipated returns. Consequently, as costs increase, the Company may not be able to generate sufficient revenue to achieve or sustain profitability.
     
  Payment risks – If our customers do not pay, or dispute their invoices, then the business, operating results and financial condition may be adversely affected. In addition, if our customers do not pay in a timely manner will our operating results and financial condition may be adversely affected.
     
  Internal Controls - A failure to maintain an effective system of internal control over financial reporting could harm the Company’s financial performance, its ability to raise capital and its continued listing on the TSX Venture Exchange. In addition, the Company is a small company so has limited segregation of duties. The Company is therefore reliant on the critical personnel and an increase in the risk of the failure of internal controls.
     
  Changes to GAAP – The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). There is a risk that changes to US GAAP will negatively affect the Company in terms of results and could become more difficult, time-consuming, or costly and increase demand on the Company’s systems and resources to comply with this change.

 

Industry Risk

 

  Competition – the advertising business is a highly competitive business. The Company offers niche advertising in a highly regulated business. However, there are few barriers to existing large advertising companies entering the market. Our existing customers could develop their own in-house solutions and therefore no longer advertise with us.
     
  Ad blockers – Consumers may load ad blocking software. This will affect our ability to serve advertisements and will therefore reduce our revenue.
     
  Failure to access advertising inventory – We must maintain a consistent supply of ad inventory. Our success depends on our ability to secure inventory on reasonable terms in multiple locations. The amount, quality, and cost of inventory available to the Company can change at any time. If our relationships with any of our significant suppliers were to cease, or if the material terms of these relationships were to change unfavourably, our business would be negatively impacted.
     
  Fraud – The Company operates as a technology and services provider in a dynamic ecosystem where fraud exists. Typical forms of fraud include robotic traffic, where robots mimic the behaviour of users in order to inflate the number of impressions, clicks, post clicks actions or other metrics associated with the ad. The Company reviews all ads and monitors the impression serving with our suppliers.
     
  Catastrophic events – We maintain cloud-based servers around the world, that deliver advertising campaigns for our advertisers. Any of its existing and future facilities may be harmed or rendered inoperable by attack or security intrusion by a computer hacker, natural or man-made disasters, including earthquakes, tornadoes, hurricanes, wildfires, floods, nuclear disasters, war, acts of terrorism or other criminal activities, infectious disease outbreaks and power outages, any of which may render it difficult or impossible for the Company to operate its business for some period of time. The Company maintains backup and disaster recovery plans to get back up and running as fast as possible.

 

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  Economic, Political and Market Conditions – Our business depends on the overall demand for advertising and on the economic health of our current and prospective advertisers. Economic downturns, including a recession, or instability in political or market conditions may cause current or new advertisers to reduce their advertising budgets. These conditions are impacted by events outside of the Company’s control, such as the COVID-19 pandemic, may have a long-term impact on the global economy. Adverse economic conditions and general uncertainty about continued economic recovery are likely to affect the Company’s business prospects. This uncertainty may cause general business conditions to deteriorate or become volatile, which could cause advertisers to delay, decrease or cancel campaigns, and expose the Company to increased credit risk on advertiser orders, which, in turn, could negatively impact its business, financial condition and results of operations. In addition, continued geopolitical turmoil in many parts of the world have and may continue to put pressure on global economic conditions, which could lead to reduced spending on advertising.

 

Risks Related to the Common Shares and Corporate and Securities Law

 

  Market for common shares – The shares of the Company are illiquid. The Company has made efforts to improve the exposure of the Company through its stock awareness program and create a more active market for its shares. There are no assurances that our Stock Awareness campaigns will be effective to create a liquid market.
     
  Volatility in the market - Technology stocks have historically experienced high levels of volatility, and we cannot predict the prices at which our common shares will trade. Fluctuations in the market price of our common shares could cause an investor to lose all or part of their investment in our common shares. These fluctuations in the market price and volatility of our common shares can be caused by factors outside the control of the Company such the following:

 

  The volatility in the market price and trading volume of technology companies in general especially large companies in the digital advertising industry (e.g. Google and Meta);
     
  Changes in regulatory developments in Canada and the United States;
     
  General economic conditions and trends, including global financial markets, global economies and general market conditions, such as interest rates;
     
  Major catastrophic events (e.g. the war in the Ukraine);
     
  Unexpected market reactions to the Company announcements.

 

As a result, share prices of many technology companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In general, in the past, shareholders have filed securities class action litigation following periods of market volatility. If Kidoz were to become involved in securities litigation, it could subject it to substantial costs, divert resources and the attention of management from our business, and adversely affect our business.

 

  Public Company implications – The Company is listed on the Toronto Venture Stock Exchange and is therefore subject to its listing requirements. Compliance with these rules and regulations could become more difficult, time-consuming, or costly and increase demand on the Company’s systems and resources.

 

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Item 4. INFORMATION ON THE COMPANY

 

A. History and development of the company.

 

Kidoz Inc. are currently quoted on the TSX Venture Exchange in Canada under the symbol “KIDZ”. We have not been subject to any bankruptcy, receivership, or other similar proceedings.

 

During the year ended December 31, 2023, Kidoz Inc. continued out of the jurisdiction of the Anguillian Business Companies Act, 2022, and into the jurisdiction of the Canada Business Corporations Act (“CBCA”).

 

The Company was originally incorporated in the State of Florida on January 12, 1987.

 

On January 22, 2015, Bingo.com, Ltd., the name of the Company at that time, filed Articles of Amendment with the Anguilla Registrar of Companies changing its name to “Shoal Games Ltd.”. Effective at the open of markets on January 27, 2015, the Common Shares commenced trading under the new trading symbol “SGLDF” on the OTC-QB.

 

On June 29, 2015, Shoal Games Ltd. filed a TSX Venture Exchange Listing Application for the TSX Venture Exchange listing and commenced trading on July 2, 2015, under the symbol “SGW”.

 

On April 4, 2019, Shoal Games Ltd. filed Articles of Amendment with the Anguilla Registrar of Companies changing its name to “Kidoz Inc.”. Effective at the open of markets on April 9, 2019, the Common Shares commenced trading under the new trading symbol “KIDZ” on the TSX Venture Exchange.

 

During the year ended December 31, 2023, Kidoz Inc. continued out of the jurisdiction of the Anguillian Business Companies Act, 2022, and into the jurisdiction of the Canada Business Corporations Act (“CBCA”).

 

Our executive offices are located at Pacific Centre, Suite 1500, 701 West Georgia Street, Vancouver, British Columbia, V7Y 1C6, Canada. Our telephone number is (888) 374-2163.

 

B. Business overview.

 

Kidoz Inc. is an AdTech software developer and owner of the leading mobile Kidoz Safe Ad Network (www.kidoz.net). We help create a free and safe mobile app environment for children by enabling content producers to monetize their apps and video with safe, relevant, and fun ads. Our commitment to family privacy and safety has created one of the fastest growing mobile networks in the world.

 

During the year ended December 31, 2023, the Company launched a wholly owned division called Prado to advertise to the over 13 years of age family market. The Company has developed systems whereby our existing Kidsafe advertising will not be affected by Prado.

 

Product Strategy

 

Kidoz builds and maintains the Kidoz Safe Ad Network, the Kidoz SDK, and the Kidoz Privacy Shield for app developers and global advertisers to reach children and families in a compliant and brand safe way. The Kidoz SDK is the core of the advertising technology that enables Kidoz to have advertising impressions available for sale. The Kidoz proprietary advertising system is compliant with COPPA (“Children’s Online Privacy Protection Rule”), GDPR-K (“The European Union’s General Data Protection Regulation for children”) and other regulations adopted to protect children in a complex digital world. Kidoz technology is completely proprietary. Kidoz continues to upgrade its advertising systems to be compatible with the latest IAB (“International Advertising Board”) specifications for real-time-bidding, header bidding, and server-to-server direct connections. Our design and implementation of these solutions incorporates a view to their utilization not only in the kids’ marketplace but to the entire advertising market. Programmatic advertising is the use of automated advertising technology to enable media buying and selling as opposed to traditional direct methods of digital advertising which involve humans interfacing to agree to deal terms. Offering a managed programmatic solution of the best mobile advertising inventory is a valuable offering that our agency partners are utilizing with increased frequency and scale.

 

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During the year ended December 31, 2023, the Company launched a wholly owned division called Prado to access the over 13 years of age family market. The Prado (www.prado.co) technology will provide a leading mobile SSP (Supply-side Platform), DSP (Demand-side Platform) and Ad Exchange programmatically to the entire Ad Tech universe. By activating high-performance programmatic campaigns across thousands of apps on their network, Prado makes digital advertising more efficient and effective by simplifying the process across a connected technology platform. The Company has developed systems whereby our existing Kidsafe advertising will not be affected by Prado. Kidoz software engineers have now completed the challenging transformation of their market leading kid safe Ad Network to also reach the significantly larger digital ad market of teens, families, and audiences over 13 years old whilst not compromising the safety of our existing kids marketplace. The Prado technology plus our internal controls will ensure that no inappropriate advertisements will be served to children and thereby compromise kids’ safety.

 

Marketing & Distribution Strategy

 

Each new app that installs the Kidoz SDK increases our user base and increases the number of available impressions that Kidoz can monetize. The adoption of the Kidoz SDK has been rapid as app developers have few choices when it comes to sources of safe, compliant, and relevant ads for their users. Kidoz has built its brand and reputation as the market leader for safe child and family mobile advertising technology, and this has enabled our SDK to become quickly adopted. It is our strategy to invest in our systems and build alliances with the largest software companies in the world. Since Google’s certification of Kidoz and Apple’s updated rules endorsing Kidoz’s methodologies the Company is experiencing unprecedented demand for its safe advertising solutions.

 

Sales & Pricing Strategy

 

Kidoz has a global sales agency partnership strategy that places local sellers into dozens of national and international markets. In 2023 Kidoz launched campaigns in 59 different countries. Through our direct sales and marketing channels we locate, recruit, and sign new international sales houses. As the Kidoz network is a unique advertising platform in the market, it commands high prices and media sales houses aspire to represent the Company. Kidoz has found the agency partnership strategy to be highly effective as once sales houses are recruited and the first few campaigns are delivered with success, repeat customers are established and the value of the region begins to grow. After years of development with this strategy, Kidoz has many established sales houses in the largest economies of the world and is now tasked with increasing the value of each partnership and empowering the sales houses to increase the portion of advertisers’ budgets that is spent with Kidoz. The Kidoz Programmatic solution has created new opportunities for all of Kidoz’s agency partners as the solution creates inventory for brands who are building awareness with parents and teens in addition to children.

 

Growth Strategy

 

The Kidoz sales, product, and operational strategies are custom fit to match the favorable regulatory, consumer, and technological trends occurring in the market. It is the Kidoz mission to deliver best-in-class solutions for our advertiser and publisher partners that are compliant with Apple, Google, and strict government data privacy regulations. Kidoz technology is built with privacy as a priority, and we champion contextual advertising as a superior method of reaching target consumers. Kidoz publisher partners can monetize with human-curated safe advertising on a global scale and with the knowledge that their users’ data is not compromised.

 

Kidoz’s growth is also being propelled by a new customer type, the app developer themselves. Kidoz is increasingly utilized as a performance platform for apps to scale their installs and revenues by paying on a cost-per-install (“CPI”) basis. The global app install segment of mobile advertising is estimated to be over US$120B annually according to AppsFlyer. Kidoz continues to advance its software and systems to support this high growth business and the Company expects performance CPI media to be an increasing percentage of overall business.

 

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Kidoz is growing as a result of its core media business, and we expect further growth in our expansion via our Prado division to include the teen and parent segments which became effective in 2023. Kidoz Connect is the latest product release to deliver enhanced value to our advertising partners as the technology enables Kidoz to ingest programmatic campaigns of all types and scale them across the entire Kidoz and Prado networks. The Kidoz commercial teams look forward to welcoming many new and existing customers to these offerings as we expand the Kidoz reach within the global digital advertising ecosystem.

 

Furthermore, while the focus of the Company is the development and expansion of the KIDOZ Safe Ad Network, we are investigating options to use our technology to expand into new markets, either through new connections to the wider mobile advertising market, or via synergistic M&A.

 

Kidoz Original Equipment Manufacturer (“OEM”)

 

Kidoz’s mobile products includes the Kid Mode Operating System (“OS”) installed on millions of OEM tablets worldwide. The Company earns license fees based on the OEM agreements dependent on the number of devices the Kidoz Kid Mode OS is installed.

 

Rooplay

 

The Company owns Rooplay (www.rooplay.com) the cloud-based EduGame system for kids to play multiple games to learn and play. The platform is live on the Google’s Android system and has stand-alone games available on Apple’s iOS and Google’s Android systems.

 

Trophy Bingo and Garfield Bingo

 

The Company has the social bingo games Trophy Bingo and Garfield Bingo which are available on Apple’s iOS, Google’s Android, and Amazon Android systems. Revenue is generated in the games via in-app purchases and advertising. During the year ended December 31, 2023, Trophy Bingo and Garfield Bingo were discontinued.

 

C. Organizational structure.

 

For the year ended December 31, 2023, we conducted our business through the Anguilla incorporated entity and through our wholly-owned subsidiaries Kidoz Ltd. (“Kidoz Ltd.”), Shoal Media (Canada) Inc. (“Shoal Media Canada”), Shoal Games (UK) plc (“Shoal UK”), Shoal Media Inc. (“Shoal Media”), Prado Media Ltd. (“Prado Media”), Shoal Media UK Ltd. (“Shoal Media UK”), and Rooplay Media Kenya Limited. (“Rooplay Kenya”). Effective January 1, 2023, we conducted our business through the Canadian incorporated entity and its subsidiaries.

 

Shoal Media Canada was incorporated under the laws of British Columbia, Canada, on February 10, 1998, as 559262 B.C. Ltd. and changed its name to Bingo.com (Canada) Enterprises Inc. on February 11, 1999. It subsequently changed its name to English Bay Office Management Limited on September 8, 2003. Effective March 11, 2016, it changed its name to Shoal Media (Canada) Inc.

 

On August 15, 2002, 99% of the share capital of Shoal UK was acquired. Shoal UK was incorporated under the laws of England and Wales on August 18, 2000, as CellStop plc. and changed its name to Bingo.com (UK) plc. on August 5, 2002. During the year ended December 31, 2015, the Company changed the name of the company to Shoal Games (UK) plc. During the year ended December 31, 2023, Shoal Games (UK) plc was discontinued and struck off.

 

On January 21, 2008, Coral Reef Marketing Inc., was incorporated under the laws of Anguilla, British West Indies. During the year ended December 31, 2022, Coral Reef Marketing Inc. was merged with Kidoz Inc. and Kidoz Inc. is the surviving corporation.

 

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On January 1, 2013, 100% of the share capital of Shoal Media Inc., an Anguillian Company was acquired.

 

On October 25, 2016, Rooplay Media Ltd., was incorporated under the laws of British Columbia, Canada. During the year ended December 31, 2022, Rooplay Media Ltd. was renamed Prado Media Ltd.

 

On March 27, 2017, Shoal Media UK Ltd. was incorporated under the laws of England and Wales.

 

On July 12, 2017, Rooplay Media Kenya Limited was incorporated under the laws of Kenya.

 

On March 4, 2019, the Company completed the acquisition of all of the issued and outstanding equity securities of Kidoz Ltd. (“Kidoz”) (www.kidoz.net), a privately held Israeli company.

 

D. Property, plants and equipment.

 

Effective January 1, 2023 our executive office is located in Vancouver, British Columbia, Canada.

 

We have 2 primary development and operational offices located in Vancouver, Canada and Netanya, Israel.

 

During the year ended December 31, 2019, the Company signed a five-year lease in Vancouver, Canada ending March 2024. This facility comprises approximately 1,459 square feet. The monthly rental is approximately $4,137.

 

Kidoz Ltd. has an annual office lease in Netanya, Israel, with rent payable on a quarterly basis. The operating lease expired on July 14, 2017, but unless 3 months’ notice is given it automatically renews for a future 12 months until notice is given. This facility comprises approximately 190 square metres. The monthly rental is approximately $4,004.

 

We operate a sales and marketing office in London, United Kingdom. There are no direct monthly rental fees associated with the London office.

 

We believe that these facilities will be adequate to meet our requirements for the near future and that suitable additional space will be available if needed. Since March 2020, the majority of Kidoz staff world-wide is operating from home or other suitable locations and interacting on a daily basis through communication technologies. It is anticipated this will continue for the foreseeable future due to the benefits derived with increased productivity and personal satisfaction from our staff. Other than described above, neither we, nor any of our subsidiaries presently own or lease any other property or real estate.

 

ITEM 4A. UNRESOLVED STAFF COMMENTS

 

Not Applicable.

 

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

The following discussion and analysis is based on and should be read in conjunction with our consolidated financial statements, including the related notes, and the other financial information included in this Report. The following discussion contains forward-looking statements that reflect our current plans, estimates and beliefs and involve risks and uncertainties. Our actual results may differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this Report.

 

Kidoz Inc. (TSXV: KIDZ) mission is to keep children safe in the complex digital advertising ecosystem. Kidoz Inc. is a mobile advertising technology company and owner of the KIDOZ Safe Ad Network (www.kidoz.net) and the Kidoz Publisher Software Development Kit (“SDK”). By developing solutions for app developers to monetize with safe, relevant, and fun ads we help keep the Google and Apple app stores safe and free for children. Our commitment to children’s privacy and safety has created one of the fastest growing mobile networks in the world. Unlike most digital advertising, every campaign on the Kidoz platform is free of location information, device identifiers, behavioural data, and other trackers used by advertisers to identify and track users across the Internet commonly known as IDFA and AAID. Our technology does not rely on any permanent identifiers, and as Google and Apple begin to disallow persistent trackers from being employed by any network (child-directed or not), Kidoz’s strength increases.

 

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The following discussion and analysis of the Company’s financial condition and results of operations are presented in United States Generally Accepted Accounting Principles (“US GAAP”) and presented in US Dollars, the Company’s functional currency.

 

A. Operating results

 

Results of Operations

 

   2023   2022   2021 
             
Revenue  $13,326,824   $15,097,056   $12,484,639 
                
Cost of sales   8,392,767    9,973,211    7,152,307 
Gross (loss) profit   4,934,057    5,123,845    5,332,332 
                
Operating expenses excluding interest and other income (expenses)   (6,153,451)   (5,897,412)   (4,357,188)
Amortization and expiration of right-of-use assets   (29,748)   (28,935)   (40,851)
Depreciation and amortization   (558,740)   (557,267)   (565,540)
Gain on derivative liability – warrants   51    23,314    60,207 
Interest and other income   1,049    185    241 
Income tax recovery / (expense)   25,978    150,489    (216,677)
Provision for doubtful receivables   (84,952)   -    - 
Stock awareness program   (146,300)   (161,332)   (402,845)
Net (loss) income  $(2,012,056)  $(1,347,113)  $(190,321)
                
Basic and diluted net (loss) income per share from continuing operations  $(0.02)  $(0.01)  $(0.00)
Weighted average common shares outstanding   131,305,254    131,481,983    131,340,989 

 

Year Ended December 31, 2023, Compared with Year Ended December 31, 2022

 

Revenue

 

Total revenue, net of platform fees (to Apple, Google and Amazon) and withholding taxes, for the year ended December 31, 2023, decreased to $13,326,824, a decrease of 12% over total revenue net of fees and withholding taxes of to $15,097,056 for fiscal 2022. Ad Tech advertising revenue for the year ended December 31, 2023, was $11,879,425 a decrease of 18% over Ad Tech advertising revenue of $14,425,918 for fiscal 2022.

 

Programmatic advertising revenue for the year ended December 31, 2023, was $1,223,392 an increase of 239% over Programmatic advertising revenue of $361,394 for fiscal 2022.

 

Content revenue for year ended December 31, 2023, decreased to $224,007, a decrease of 28% over content revenue of $309,744 for fiscal 2022.

 

The decrease in total revenue over fiscal 2022 is due to the overall weakness in the general market and the loss of some campaigns from fiscal 2022 which did not renew in fiscal 2023. Management believes that distortions in the overall market in fiscal 2022 existed due to COVID and returned to normal in fiscal 2023. The increase in programmatic advertising revenue is due to the active promotion of this revenue stream and the strong demand for Programmatic advertising in the market.

 

Page 13

 

 

Selling and marketing expenses

 

Sales and marketing expenses for the year ended December 31, 2023, were $1,268,218, an increase of 22% over selling and marketing expenses of $1,039,713 for fiscal 2022. The increase in sales and marketing expenses over fiscal 2022 is due to an increase in sales and marketing staff to manage the anticipated growth in the Direct, Programmatic and Performance segments of our AdTech business. Selling and marketing expenses consist primarily of sales staff salaries and benefits and publishing services and user acquisition costs incurred to acquire game players.

 

We expect to incur increased sales and marketing expenses in selling the Ad tech advertising and to grow the Ad tech advertising revenue. There can be no assurances that these expenditures will result in increased traffic or significant additional revenue.

 

Software technology development

 

We do not capitalize our development costs. Software technology development costs of $2,999,079 were expensed for year ended December 31, 2023, an increase of 20% from software technology development costs of $2,496,877 expensed for fiscal 2022. These increases over fiscal 2022, is due to the hiring of additional development staff and the outsourcing of certain software development to increase the development of our base technologies including the development of the Prado technology. In addition, as we have expanded our global reach our server costs have increased.

 

General and administrative expenses

 

General and administrative expenses consist primarily of legal and professional fees, premises costs for our offices and development facilities, and other general corporate and office expenses. General and administrative expenses decreased to $673,654 for the year ended December 31, 2023, a decrease of 11% over general and administrative expenses of $760,936 in fiscal 2022. The decrease in general and administrative expenses is due a decrease in fees paid to our professional advisors and a decrease in legal and filing fees as a result of the Normal Course Issuer Bid and the continuation of the Company out of Anguilla and into Canada incurred in fiscal 2022.

 

We expect to continue to incur general and administrative expenses to support the business, and there can be no assurances that we will be able to generate sufficient revenue to cover these expenses.

 

Salaries, wages, consultants, and benefits

 

Salaries, wages, consultants, and benefits decreased to $705,830 for the year ended December 31, 2023, a decrease of 6% over salaries, wages, consultants, and benefits of $751,811 for fiscal 2022. The decrease in salaries, wages, consultants, and benefits over fiscal 2022, is due to a decrease in the consultants employed by the Company in 2023.

 

Depreciation and amortization

 

Intangible assets are amortized using a straight-line method over three to eight years. These intangible assets include customer lists, the technology for Kidoz OS and the software development kits (“SDK”) for our advertising platform. These intangible assets are as result of the acquisition of Kidoz Ltd. The amortization for the year ended December 31, 2023, was $545,737 compared to $547,460 in fiscal 2022. The decline is amortization for the year ended December 31, 2023, is due the full amortization of the Kidoz OS technology.

 

Equipment is depreciated using the declining balance method over the useful lives of the assets, ranging from three to five years. Depreciation increased to $13,002 during the year ended December 31, 2023, over depreciation of $9,807 in fiscal 2022. This increase in depreciation and amortization compared to fiscal 2022, is due to the acquisition of new equipment and the write-off of old equipment.

 

Page 14

 

 

Stock-based compensation expense

 

During the year ended December 31, 2023, the Company incurred non-cash stock compensation expenses of $515,116 compared to non-cash stock compensation expenses of $696,248 for fiscal 2022. During the year ended December 31, 2023, the Company granted 1,885,000 (fiscal 2022 - 2,550,000) options. The options granted in fiscal 2023 and 2022, are issued to consultants and employees as per the Company’s amended 2015 Rolling Stock Option Plan. The non-cash stock compensation program is an integral part of the Companies overall Staff Compensation Program.

 

Stock awareness program

 

During the year ended December 31, 2021, the Company commenced a corporate stock awareness program. The Company engaged Research Capital Corporation, Agora Internet Relations Corp., Stockhouse Publishing Ltd. and Proactive for financial and capital markets advisory services and to assist with general market outreach to increase investor awareness as the Company continues to achieve important milestones and grow its investor base. During the year ended December 31, 2023, the Company discontinued its stock awareness program with Proactive and with Stockhouse Publishing Ltd. in fiscal 2022.

 

The Company incurred stock awareness expenses of $146,300 for year ended December 31, 2023, a decrease of 9% from stock awareness expenses of $161,332 expensed for fiscal 2022. The decrease in Stock Awareness expenses compared to fiscal 2022 is due to the planned reduction in stock awareness commitments and the discontinuance with Proactive.

 

Other income and expenses

 

During the year ended December 31, 2023, the Company has a foreign exchange gain of $1,139 compared to foreign exchange loss of ($142,857) in the prior year. These gains are due to the exchange rate movements of the US Dollar compared to the Pound Sterling, Israeli Shekel, European Euro, and the Canadian Dollar. The Company does not hedge its cash assets.

 

During the year ended December 31, 2023, we received interest income of $1,049 compared to interest income of $185 in the prior year. The interest income is received from bank term deposits from investing our cash. The increase in interest income is due to an increase in interest rates and higher bank account balances in interest earning bank accounts in fiscal 2023 compared to fiscal 2022.

 

During the year ended December 31, 2023, the Company had a gain on the derivative liability – warrants of $51 compared to gain on the derivative liability – warrants of $23,314 in fiscal 2022. This derivative liability – warrants results from the issuance of the 230,000 warrants to Research Capital Corporation during the year ended December 31, 2021, and which expired unexercised in the year ended December 31, 2023.

 

Amortization of right-of-use assets

 

On January 1, 2020, the Company adopted ASC Topic 842 using the modified retrospective transition method. Topic 842 requires the recognition of lease assets and liabilities for operating leases. The Company recognized right-of-use assets relating to the brand licenses and the Vancouver, Canada office rental. During the year ended December 31, 2023, the Company amortized $26,828 and $2,920 expired on the Anguillian lease compared to right-of-use assets amortization of $28,935 in fiscal 2022. Subsequent to the year ended December 31, 2023, the lease on the Vancouver office expired and was not renewed.

 

Income taxes

 

During the year ended December 31, 2023, the Company had a tax recovery of $25,978 compared to a tax recovery of $150,489 in fiscal 2022. During the year ended December 31, 2023, our Israeli subsidiary was officially recognized as a Preferred Technology Enterprise in Israel, a prestigious status that comes with extensive tax relief benefits as provided by law and applied to the fiscal 2022 tax year.

 

During the year ended December 31, 2023, the subsidiaries of the Company had a tax expense of $924 compared to a tax expense of $60,010 in fiscal 2022.

 

Page 15

 

 

During the year ended December 31, 2005, Bingo.com, Inc. merged with its subsidiary Bingo.com, Ltd. in Anguilla, British West Indies. Anguilla is a zero-tax jurisdiction. During the year ended December 31, 2023, Kidoz Inc. continued out of the jurisdiction of the Anguillian Business Companies Act, 2022, and into the jurisdiction of the Canada Business Corporations Act (“CBCA”) and is now a Canadian taxpayer.

 

Net (loss) income and (loss) income per share

 

The net loss after taxation for the year ended December 31, 2023, amounted to ($2,012,056) a loss of ($0.02) per share, compared to a net loss of ($1,347,113), a loss of ($0.01) per share, in the year ended December 31, 2022. The net loss increased for the year ended December 31, 2023, due to a decrease in revenue, an increase in staff and outsourcing of certain software technology development. This increase in staff is due to the hiring of additional development staff and sales and marketing personnel to increase the development of our base technology and increase our sales and account management respectively.

 

Year Ended December 31, 2022, Compared with Year Ended December 31, 2021

 

Revenue

 

Total revenue, net of platform fees (to Apple, Google, and Amazon) and withholding taxes, for the year ended December 31, 2022, increased to $15,097,056, an increase of 21% over total revenue net of fees and withholding taxes of to $12,484,639 for fiscal 2021. Ad Tech advertising revenue for the year ended December 31, 2022, was $14,425,918 an increase of 18% over Ad Tech advertising revenue of $12,194,518 for fiscal 2021. Programmatic advertising revenue for the year ended December 31, 2022, was $361,394 an increase of 518% over Programmatic advertising revenue of $58,507 for fiscal 2021. Content revenue for year ended December 31, 2022, increased to $309,744, an increase of 34% over content revenue of $231,614 for fiscal 2021. The increase in total revenue over fiscal 2021 is due to the growth of our publisher reach and our advertising customers increasing their advertising budgets with the Kidoz safe mobile network. Programmatic revenue commenced in fiscal 2021 and in fiscal 2022 we actively started promoting this revenue stream and hired sales and support staff to operate it. The increase in content revenue is due to the increase of OEM sales of kids’ tablets.

 

Selling and marketing expenses

 

Sales and marketing expenses for the year ended December 31, 2022, were $1,039,713, an increase of 62% over selling and marketing expenses of $641,393 for fiscal 2021. The increase in sales and marketing expenses over fiscal 2021 is due to an increase in sales and marketing staff to manage the anticipated growth in the Direct, Programmatic and Performance segments of our AdTech business. Selling and marketing expenses consist primarily of sales staff salaries and benefits and publishing services and user acquisition costs incurred to acquire game players.

 

General and administrative expenses

 

General and administrative expenses consist primarily of legal and professional fees, premises costs for our offices and development facilities, and other general corporate and office expenses. General and administrative expenses increased to $760,936 for the year ended December 31, 2022, an increase of 26% over general and administrative expenses of $604,882 in fiscal 2021. The increase in general and administrative expenses is due an increase in fees paid to our professional advisors and an increase in legal and filing fees for the Normal Course Issuer Bid and the continuation of the Company out of Anguilla and into Canada.

 

Salaries, wages, consultants, and benefits

 

Salaries, wages, consultants, and benefits increased to $751,811 for the year ended December 31, 2022, an increase of 8% over salaries, wages, consultants, and benefits of $693,964 for fiscal 2021. The increase in salaries, wages, consultants, and benefits over fiscal 2021, is due to an increase in the overall headcount of staff employed by the Company to service its rapid growth.

 

Page 16

 

 

Depreciation and amortization

 

Intangible assets are amortized using a straight-line method over three to eight years. These intangible assets include customer lists, the technology for Kidoz OS and the software development kits (“SDK”) for our advertising platform. These intangible assets are as result of the acquisition of Kidoz Ltd. The amortization for the year ended December 31, 2022, was $547,460 compared to $556,072 in fiscal 2021. The decline is amortization for the year ended December 31, 2022, is due the full amortization of the Kidoz OS technology.

 

Equipment is depreciated using the declining balance method over the useful lives of the assets, ranging from three to five years. Depreciation increased to $9,807 during the year ended December 31, 2022, over depreciation of $9,468 in fiscal 2021. This increase in depreciation and amortization compared to fiscal 2021, is due to the acquisition of new equipment and the write-off of old equipment.

 

Software technology development

 

We do not capitalize our development costs. Software technology development costs of $2,496,877 were expensed for year ended December 31, 2022, an increase of 49% from software technology development costs of $1,678,848 expensed for fiscal 2021. These increases over fiscal 2021, is due to the hiring of additional development staff and the outsourcing of certain software development to increase the development of our base technologies including the development of the Prado technology. In addition, as we have expanded our global reach our server costs have increased.

 

Stock-based compensation expense

 

During the year ended December 31, 2022, the Company incurred non-cash stock compensation expenses of $696,248 compared to non-cash stock compensation expenses of $660,266 for fiscal 2021. During the year ended December 31, 2022, the Company granted 2,550,000 options. The options granted in fiscal 2022, are issued to consultants and employees as per the Company’s amended 2015 Rolling Stock Option Plan. The non-cash stock compensation program is an integral part of the Companies overall Staff Compensation Program.

 

Stock awareness program

 

During the year ended December 31, 2021, the Company commenced a corporate stock awareness program. The Company engaged Research Capital Corporation, Agora Internet Relations Corp., Stockhouse Publishing Ltd. and Proactive for financial and capital markets advisory services and to assist with general market outreach to increase investor awareness as the Company continues to achieve important milestones and grow its investor base. During the year ended December 31, 2022, the Company discontinued its stock awareness program with Stockhouse Publishing Ltd.

 

The Company incurred stock awareness expenses of $161,332 for year ended December 31, 2022, a decrease of 60% from stock awareness expenses of $402,845 expensed for fiscal 2021. The decrease in Stock Awareness expenses compared to fiscal 2021 is due to the planned reduction in stock awareness commitments.

 

Other income and expenses

 

During the year ended December 31, 2022, the Company has a foreign exchange loss of ($142,857) compared to foreign exchange loss of ($69,835) in the prior year. These losses are due to the exchange rate movements of the US Dollar compared to the Pound Sterling, Israeli Shekel, European Euro, and the Canadian Dollar. The Company does not hedge its cash assets.

 

During the year ended December 31, 2022, we received interest income of $185 compared to interest income of $241 in the prior year. The interest income is received from bank term deposits from investing our cash. The decrease in interest income is due to lower bank account balances in interest earning bank accounts in fiscal 2022 compared to fiscal 2021.

 

During the year ended December 31, 2022, the Company had a gain on the derivative liability – warrants of $23,314 compared to gain on the derivative liability – warrants of $60,207 in fiscal 2021. This derivative liability – warrants results from the issuance of the 230,000 warrants to Research Capital Corporation during the year ended December 31, 2021, and will expire in the year ended December 31, 2023.

 

Page 17

 

 

Amortization of right-of-use assets

 

On January 1, 2020, the Company adopted ASC Topic 842 using the modified retrospective transition method. Topic 842 requires the recognition of lease assets and liabilities for operating leases. The Company recognized right-of-use assets relating to the brand licenses and the Vancouver, Canada and Anguillian office rental. During the year ended December 31, 2022, the Company amortized $28,935 compared to right-of-use assets amortization of $40,851 in fiscal 2021.

 

Income taxes

 

During the year ended December 31, 2022, the Company had a tax recovery of $150,489 compared to a tax expense of $216,677 in fiscal 2021. Our Israeli subsidiary had a deferred tax asset of $210,499 compared to a deferred tax liability of $210,449 in fiscal 2021. This deferred tax asset relates to the acquisition of Kidoz Ltd. intangible assets. During the year ended December 31, 2022, the subsidiaries of the Company had a tax expense of $60,010 compared to a tax expense of $6,178 in fiscal 2021.

 

Net (loss) income and (loss) income per share

 

The net loss after taxation for the year ended December 31, 2022, amounted to ($1,347,113) a loss of ($0.01) per share, compared to a net loss of ($190,321), a loss of ($0.00) per share, in the year ended December 31, 2021. The net loss increased for the year ended December 31, 2022, despite an increase in revenue due to an increase in staff and outsourcing of certain software development. This increase in staff is due to the hiring of additional development staff and sales and marketing personnel to increase the development of our base technology and increase our sales and account management respectively.

 

Net Cash generated from Operations and Adjusted EBITDA

 

Due to our focus on maintaining a strong balance sheet while striving to continue our rapid growth on an annual basis and to evaluate our performance and make financial and operational decisions accordingly we pay close attention to our net cash generated from operations and our adjusted EBITDA.

 

Our net cash from operations for the year ended December 31, 2023, was ($823,640) compared to $433,745 in the prior year. This decrease was due to the decrease in revenue, our expansion of our R&D program to increase the development of our base technologies and encompass the Prado technology to facilitate our entrance into the total Ad-tech market while maintaining our leadership position in the kid safe arena.

 

Additionally, our Adjusted Earnings Before Interest; Taxes; Depreciation and Amortization; stock awareness program; stock-based compensation and impairment of goodwill (“Adjusted EBITDA”) for the year ended December 31, 2023, amounted to a loss of ($891,166) compared to an Adjusted EBITDA of ($231,395) in the prior year.

 

Our Adjusted EBITDA is reconciled as follows:

 

   2023   2022   2021 
Loss for the year  $(2,012,056)  $(1,347,113)  $(190,321)
                
Depreciation and amortization   558,740    557,267    565,540 
Stock awareness program   74,112    36,191    316,237 
Stock-based compensation   515,116    696,248    660,266 
Gain on derivative liability – warrants   (51)   (23,314)   (60,207)
Interest and other income   (1,049)   (185)   (241)
Income tax (recovery) expense   (25,978)   (150,489)   216,677 
                
Adjusted EBITDA  $(891,166)  $(231,395)  $1,507,951 

 

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We use Adjusted EBITDA internally to evaluate our performance and make financial and operational decisions that are presented in a manner that adjusts from their equivalent GAAP measures or that supplement the information provided by our GAAP measures. Adjusted EBITDA is defined by us as EBITDA (net income (loss) plus depreciation expense, amortization expense, interest, stock-based compensation, and impairment of goodwill), further adjusted to exclude certain non-cash expenses and other adjustments. We use Adjusted EBITDA because we believe it more clearly highlights business trends that may not otherwise be apparent when relying solely on GAAP financial measures, since Adjusted EBITDA eliminates from our results specific financial items that have less bearing on our core operating performance.

 

Adjusted EBITDA is not presented in accordance with, or as an alternative to, GAAP financial measures and may be different from non-GAAP measures used by other companies. These non-GAAP measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with generally accepted accounting principles in the United States of America (“GAAP”). We encourage investors to review the GAAP financial measures included in this Annual Report, including our consolidated financial statements, to aid in their analysis and understanding of our performance and in making comparisons.

 

B. Liquidity and capital resources

 

The Company generates cash from operations but does have a line of credit with the Leumi Bank in Israel if required. During the year ended December 31, 2021, the Company drew $200,000 from the line of credit. The loan was repaid in full during the year ended December 31, 2021.

 

The Company believes it has sufficient cash resources to meet its current growth and development objectives. Although the Company has relied on revenue generated through its business, external funding may be required to continue growing the existing business and scaling operations. There can be no assurance that adequate funding will be available in the future, or under terms that are favorable to the Company.

 

December 31, 2023, Compared to December 31, 2022

 

We had cash of $1,469,224 and working capital of $3,220,646 as at December 31, 2023. This compares to cash of $2,363,530 and working capital of $4,147,176 as at December 31, 2022.

 

During the year ended December 31, 2023, we used cash of ($823,640) in operating activities compared to providing cash of $433,745 in the prior year.

 

Net cash used in financing activities was ($61,952) in the year ended December 31, 2023, which compares to cash used in financing activity of ($122,289) in fiscal 2022. During the year ended December 31, 2023, the Company repaid the CEBA loan of CAD$40,000 ($29,484). During the year ended December 31, 2023, to the Company acquired 2,000 (2022 - 275,000) shares acquired pursuant to the NCIB in effect at an aggregate cost of $517 (2022 - $87,778).

 

Cash of ($8,714) was used in investing activities in fiscal 2023, compared to cash used of ($26,533) in the prior year. This decrease related to the acquisition of new equipment for our new staff in fiscal 2022.

 

December 31, 2022, Compared to December 31, 2021

 

We had cash of $2,363,530 and working capital of $4,147,176 as at December 31, 2022. This compares to cash of $2,078,607 and working capital of $4,536,852 as at December 31, 2021.

 

During the year ended December 31, 2022, we provided cash of $433,745 in operating activities compared to providing cash of $851,533 in the prior year.

 

Net cash provided by financing activities was ($122,289) in the year ended December 31, 2022, which compares to cash provided by financing activity of $1,413 in fiscal 2021. This increase related to the Company acquiring 275,000 shares acquired pursuant to the NCIB in effect at an aggregate cost of $87,778.

 

Cash of ($26,533) was used in investing activities in fiscal 2022, compared to cash used of ($384) in the prior year. This increase related to the acquisition of new equipment for our new staff.

 

Page 19

 

 

Our future capital requirements will depend on several factors, including costs associated with the further development of the Ad tech advertising business, the cost of marketing and customer acquisition costs, the development of new products, the acquisition of new companies and the success of our overall business.

 

C. Research and development, patents and licenses, etc.

 

The Company is continually developing its technology to improve operations and to offer a better service to our customers. The Company expenses all software technology development costs as incurred for the year ended December 31, 2023 and 2022. As at December 31, 2023 and 2022, all capitalized software development costs have been fully amortized, and the Company has no capitalized software development costs.

 

D. Trend information.

 

Normal Course Issuer Bid:

 

During the year ended December 31, 2022, the Company filed a Notice of Intention to Make a Normal Course Issuer Bid (the “Notice of Intention”) with the TSX Venture Exchange (“TSX-V”) on September 15, 2022. Upon receiving approval from the TSX-V, effective September 16, 2022, the Company commenced a normal course issuer bid (“NCIB”), whereby the Company may purchase for cancellation up to 6,579,074 shares, being 5% of the issued and outstanding shares as of such date. Any purchases under the NCIB will be made on the open market through the facilities of the TSX-V or alternative Canadian trading systems. Purchases will be made at market prices of the shares at the time of acquisition.

 

Purchases under the NCIB may commence as of September 16, 2022, and will end on the earlier of: (i) September 14, 2023; or (ii) the date on which the Company has purchased the maximum number of shares to be acquired under the NCIB. The Company may terminate the NCIB earlier if it feels it is appropriate to do so.

 

The normal course issuer bid will be conducted through Kidoz Inc’s broker Research Capital Corporation. The purchase and payment of the common shares will be made in accordance with the requirements of the TSX-V and applicable securities laws. The actual number of common shares purchased, timing of purchases and share price will depend upon market conditions at the time and securities law requirements. All common shares acquired will be returned to treasury and cancelled.

 

The purchase of and payment for the shares will be made in accordance with the requirements of the TSX-V and applicable securities laws. The actual number of shares purchased, timing of purchases and share price will depend upon market conditions at the time and securities law requirements. All shares acquired pursuant to the NCIB will be returned to treasury and cancelled.

 

During the year ended December 31, 2023, 41,500 shares which were acquired during the year ended December 31, 2022, pursuant to the NCIB in effect, at an aggregate cost of $11,793, were cancelled.

 

During the year ended December 31, 2023, 2,000 shares were acquired pursuant to the NCIB in effect, at an aggregate cost of $517. During the year ended December 31, 2023, 2,000 shares were cancelled.

 

During the year ended December 31, 2022, 275,000 shares were acquired pursuant to the NCIB in effect, at an aggregate cost of $87,778. During the year ended December 31, 2022, 233,500 shares were cancelled.

 

Page 20

 

 

Common Shares

 

The bid quotations set forth below, reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not reflect actual transactions.

 

   TSX-V - KIDZ   OTC - KDOZF 
Quarter Ended  High (1)
CAD$
   Low (1)
CAD$
   High (1)
US$
   Low (1)
US$
 
December 31, 2023  $0.215   $0.13   $0.28   $0.02 
September 30, 2023  $0.27   $0.185   $0.30   $0.14 
June 30, 2023  $0.28   $0.20   $0.83   $0.13 
March 31, 2023  $0.385   $0.20   $0.26   $0.04 
December 31, 2022  $0.55   $0.245   $0.40   $0.02 
September 30, 2022  $0.405   $0.26   $0.51   $0.06 
June 30, 2022  $0.55   $0.395   $0.51   $0.10 
March 31, 2022  $0.60   $0.44   $0.65   $0.35 

 

1. Prices as per Yahoo! TM Finance

 

E. Critical Accounting Estimates

 

The information provided in this Form 20-F, including the consolidated financial statements, is the responsibility of management. The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. There is a full disclosure and description of the Company’s critical accounting policies, estimates, judgments, assumptions in the consolidated financial statements as at December 31, 2023 in notes 1 and 2.

 

Significant areas requiring the use of estimates include the collectability of accounts receivable, the valuation of stock-based compensation, the valuation of deferred tax assets and liabilities, the useful lives of intangible assets, and the derivative liability – warrants valuation. Actual results may differ significantly from these estimates.

 

The following discussion of critical accounting policies is intended to supplement the Summary of Significant Accounting Policies presented as Note 2 to our audited consolidated financial statements presented elsewhere in this report. Note 2 summarizes the accounting policies and methods used in the preparation of our consolidated financial statements.

 

We consider the following accounting policies to be both those most important to the portrayal of our financial condition and require the most subjective judgment:

 

  - Revenue recognition;
  - Software technology development;
  - Impairment of long-lived assets
  - Goodwill

 

F. Off Balance Sheet Arrangements

 

We did not have any off balance sheet arrangements for the years ended December 31, 2023, 2022 and 2021.

 

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ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

 

A. Directors and senior management.

 

Our directors and executive officers as at December 31, 2023, are as follows:

 

Name   Age   Position   Audit Committee   Governance Committee   Compensation Committee
T. M. Williams   83   Chairman            
J. M. Williams   48   Chief Executive Officer       X    
E. Ben Tora   53   President & General Manager EMEA            
F. Curtis   59   Non-Executive Director   X*   X*   X
C. Kalborg   62   Non-Executive Director   X   X   X
M. David   58   Non-Executive Director   X       X*
H. W. Bromley   53   Chief Financial Officer            
T. H. Williams   53   VP Product            

 

X* - Chairman of Committee

 

Tryon (Tarrnie) M. Williams – Chairman, Member of the Board of Directors

 

Mr. T. M. Williams served as President, Chief Executive Officer and Chairman from August 2001 until June 2011 and from June 2011 till May 2022, Mr T. M. Williams served as Executive Chairman. From May 2022, Mr. T. M. Williams has served as the Chairman of the Company. Since 1984, Mr. Williams has served as a principal of T.M. Williams (ROW), Inc., a private consulting firm, and from 1993 until 2008, was Adjunct Professor, Sauder School of Business at the University of British Columbia. From 1988 to 1991, he was President and Chief Executive Officer of Distinctive Software, Inc. in Vancouver, BC, and, upon the acquisition of that company by Electronic Arts Inc., North America’s largest developer of entertainment software, he became President and Chief Executive Officer of Electronic Arts (Canada) Inc., where he continued until 1993. From 1995 to 2012, Mr. T. M. Williams was a director of YM Biosciences, Inc., a biotechnology company, until its acquisition by Gilead Sciences, Inc. In addition, he is a director of several other private corporations.

 

Jason Williams – Chief Executive Officer, Member of the Board of Directors

 

Mr. J.M. Williams has been a director since July 2007 and from June 2011 to March 2019, Mr. J. M. Williams served as the sole Chief Executive Officer of the Company. Since the acquisition of Kidoz Ltd. in 2019 until May 2022, he served as Co- Chief Executive Officer. From May 2022, has served the sole Chief Executive Officer of the Company. Prior to his employment with Kidoz Inc., he was a Business Analyst with Blue Zone Inc. (a technology company) and RBC Dominion Securities. Mr. J. M. Williams has a Bachelor of Commerce degree from the University of Victoria and a Masters of Business Administration degree, specializing in strategic marketing, from the University of Warwick. In addition, Mr. J. M. Williams is a Non-Executive Director of Adventurebox Technology AB (pubL). Mr. J. M. Williams is the son of Mr. T. M. Williams, the Company’s Chairman.

 

Eldad Ben Tora - President, Member of the Board of Directors

 

Mr. E. Ben Tora served as Co-Chief Executive Officer from the acquisition by the Company of Kidoz Ltd in March 2019 until May 2022. Since May 2022, Mr. E. Ben Tora has served as the President & General Manager EMEA and since April 2023 General Manager of Prado. Mr. E. Ben Tora was a co-founder of Kidoz Ltd. and has served as its Chief Executive Officer and Chief Revenue Officer since June 2013. Previously he served as General Manager and Chief Product officer at Bluesnap (formerly Plimus), which was acquired by Great Hill Partners in 2011. Mr. E. Ben Tora holds a bachelor’s degree in management and communication from the College of management in Tel Aviv. Mr. E. Ben Tora is a serial entrepreneur and senior executive in venture-backed and public Internet companies, both early and growth stage, bringing extensive experience in operating and scaling tech companies.

 

Fiona Curtis – Non-Executive Director

 

Ms. F. Curtis has served as a director of the Company since June 10, 2009. She has served as Compliance Officer and General Corporate Secretary for Counsel Limited, an Anguillan financial services corporation, since 2006. Ms. F. Curtis is the Managing Director of Counsel Limited. Ms. F. Curtis has been working in the financial services industry since 1990. She started at the brokerage firm, Burns Fry, in Toronto (now Nesbitt Burns, Bank of Montreal). She completed her Canadian Securities Course and became a licensed Securities Broker in 1992. She was educated in England, and attended the University of Toronto, Canada for her undergraduate degree. Ms. F. Curtis’s MBA in Finance & International Affairs was granted by the Rotman School of Business, University of Toronto. Ms. F. Curtis obtained her Associates Degree in Captive Insurance in 2018. She has also served as Chairman of the Board of Anguilla Finance (2016 - 2020), the marketing body for Anguilla Financial Services. Ms. F. Curtis is a Founding Member and Director of the Anguilla Compliance Association, now serving as Chairman.

 

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Claes Kalborg – Non-Executive Director

 

Mr. C. Kalborg is a 20-year licensing veteran with experience from leading game companies such as Rovio (the makers of Angry Birds) and King.com (the makers of Candy Crush). Taking on the aptly named role of licensing guru, Mr. C. Kalborg has gathered close to 50 licensees and established a network of regional agents for Candy Crush around the world. Those agents include Striker Entertainment in the U.S. and Canada; Tycoon Enterprises in Latin America (except Argentina and Brazil); Tycoon 360 in Brazil; IMC in Argentina; Mediogen in Israel; Sinerji in Turkey; Pacific Licensing Studio in Southeast Asia; Wild Pumpkin Licensing in Australia and New Zealand; PPW in greater China; and Voozclub in Korea. Mr. C. Kalborg brings a wealth of experience and a deep network in licensing and technology to Kidoz Inc. In addition, Mr. C. Kalborg is a Non-Executive Director of Fragbite, LL Games, CanopyLAB A/S and Adventurebox Technology AB (pubL) and he is a partner in Swiss based Non Violence S.A owning the IP rights for the globally renowned symbol “The Knotted Gun” and a board member and partner in CF Entertainment holding global rights for the Crazy Frog.

 

Moshe David – Non-Executive Director

 

Mr. M. David is an Investor, Executive, Board Director and Chairman. Currently serves as CEO of RAFT Technologies and Board member at Omnisys, Mappo and Questar. During 2022 and early 2023, Mr. David served as Investor and Resident Executive in Entree Capital and as Active Chairman at Wisesight, and as Board member and Advisor at Sweetch, Bria.ai and Swapp. Until early 2022 served as Chief Executive Officer at TIBA, a global leader in Parking revenue systems where he has quadrupled its revenue and became a global market leader. Prior to TIBA, Mr. David founded several companies and served as an Executive and Board member in several more, including NlightU, OzVision and TvPoint. Mr. David also served as deputy CEO managing Ness Technologies and as President of North America in Amdocs Inc., in both roles managing businesses of hundreds of millions of USD$ and thousands of employees around the globe. Mr. David started his career in the Israeli Airforce. He has a BA in Economics and Computer Science from Bar Ilan University in Israel, and an MBA Cum Laude from Boston University.

 

Mr. H. W. Bromley has served as our Chief Financial Officer since July 2002. From 2000 to 2001, Mr. Bromley was a Director and the Group Financial Officer for Agroceres & Co. Ltd. From 1995 - 1999, he was an employee of Ernst & Young working in South Africa and in the United States of America. Mr. Bromley has in addition worked for CitiBank, Unilever PLC, Gerrard, Roadhouse Interactive Ltd. and CellStop Systems Inc. Mr. Bromley is a Chartered Accountant.

 

Mr. T. H. Williams is VP Product, where he leads technology and product development. A highly experienced, creative leader who has dedicated his career to building products on the forefront of technology. Mr. T. H. Williams has led development on a wide variety of platform launches, new devices, and innovative business models, and has helped build and operate multiple successful studios and teams, including Electronic Arts Inc. in Vancouver, Canada and Los Angeles, United States; Relic Entertainment Inc.; Roadhouse Interactive Ltd.; and Blueprint Reality Inc. He is passionate about his teams, loves solving hard problems, and has produced over $2 billion in retail product sales across his career. Mr. T. H. Williams is the son of Mr. T. M. Williams, the Company’s Chairman.

 

Page 23

 

 

Board Diversity

 

The table below provides certain information regarding the diversity of our board of directors as of the date of this Annual Report.

 

Board Diversity Matrix
Country of Principal Executive Offices Canada
Foreign Private Issuers Yes
Disclosure Prohibited Under Home Country Law No
Total Number of Directors 6
Part I: Gender Identity Female   Male   Non-Binary   Did not Disclose Gender
Directors 1   5   0   0
Part II: Demographic Background  
Underrepresented Individual in Home Country Jurisdiction 0
LGBTQ+ 0
Did Not Disclose Demographic Background 0

 

B. Compensation

 

      Annual Compensation   Long-term Compensation     
Name and Principal Position  Year  Fees   Bonus   Other Annual
Compensation
   Restricted Stock Awards   Securities Underlying Options granted   All Other
Compensation
 
      $   $   $   $   (#)   $ 
T.M. Williams -  2023   159,089    -    -    -    50,000    - 
Chairman (1)  2022   168,734    -    -    -    150,000    - 
   2021   132,000    19,800    -    -    100,000    - 
J. M. Williams  2023   220,962    -    -    -    50,000    - 
CEO (2)  2022   208,184    -    -    -    150,000    - 
   2021   172,567    25,611    -    -    100,000    - 
E. Ben Tora  2023   227,779    -    -    -    50,000    - 
President & General (3)  2022   216,957    -    -    -    50,000    - 
Manager EMEA (3)  2021   194,680    22,278    -    -    100,000      
H. W. Bromley  2023   200,277    -    -    -    50,000    - 
CFO (4)  2022   196,064    -    -    -    150,000    - 
   2021   144,464    25,742    -    -    100,000    - 
T. H. Williams  2023   178,341    -    -    -    50,000    - 
VP Product (5)  2022   182,556    -    -    -    150,000    - 
   2021   157,321    10,779    -    -    100,000    - 

 

  (1) All of the compensation paid to the Named Executive Officer is paid to T.M. Williams (ROW), Ltd. for the services of Mr. T. M. Williams.
     
  (2) During the year ended December 31, 2022, Mr. J. M. Williams became an employee of Shoal Media (Canada) Inc., a wholly owned subsidiary of Kidoz Inc. Prior to Mr. J. M. Williams becoming an employee his compensation was paid to LVA Media Inc. for the services of Mr. J. M. Williams as CEO of the Company and Jayska Consulting Ltd for the marketing services of Mr. J. M. Williams.
     
  (3) All of the compensation paid to the Named Executive Officer is paid to Mr. E. Ben Tora as an employee of Kidoz Ltd.
     
  (4) All of the compensation paid to the Named Executive Officer is paid to Bromley Accounting Services Ltd. for the services of Mr. H. W. Bromley.
     
  (5) All of the compensation paid to the Named Executive Officer is paid to Farcast Operations Inc. Ltd. for the services of Mr. T. H. Williams.

 

Management Services Agreement

 

The Company has the following management consulting agreements with related parties.

 

Company  Person  Role  Annual amount 
T.M. Williams (ROW), Inc.  T. M. Williams  Chairman  $160,000 
Bromley Accounting
Services Ltd.
  H. W. Bromley  CFO  CAD$215,000 
Farcast Operations Inc.  T. H. Williams  VP Product  CAD$240,000 

 

Compensation of Non-Executive Directors

 

The Non-Executive Directors receive a cash compensation for their services as members of the Board of Directors based on a compensation per meeting. During the year ended December 31, 2023, the Non-Executive Directors collectively received compensation of $7,505 (Fiscal 2022 - $8,970). The Executive directors currently do not receive cash compensation for their services as members of the Board of Directors. In addition, both the Non-Executive and the Executive Directors are reimbursed for expenses in connection with attendance at Board of Directors meetings and specific business meetings. Directors are eligible to participate in our stock option plans. Option grants to directors are at the discretion of the Board of Directors acting upon the recommendation of the Compensation committee.

 

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C. Board Practices

 

We currently have six directors. All directors currently hold office until the next annual meeting of stockholders or until their successors have been elected and qualified. Our officers are appointed annually by the Board of Directors and hold office until their successors are appointed and qualified. Pursuant to the Company’s by-laws, the number of directors shall be increased or decreased from time-to-time by resolution of the Board of Directors or the shareholders. Mr. J. M. Williams and Mr. T. H. Williams are sons of Mr. T. M. Williams. There are no other family relationships between any of the officers and directors of the Company.

 

Committees of our board of directors

 

We currently have three committees of our Board of Directors.

 

  - Audit Committee - This committee will review the financial statements of the Company and propose to the board to approve the financial statements. The Committee meets quarterly to review and approve the quarterly financial statements and to discuss the affairs of the company with the auditors.

 

The Company’s audit committee has the overall duties and responsibilities to:

 

  review the financial reporting process to ensure the accuracy of the financial statements of the Company;
  assist the Board to properly and fully discharge its responsibilities;
  strengthen the role of the Board by facilitating in depth discussions between directors, management and external auditors;
  evaluate the independent auditor’s qualifications, performance and independence;
  facilitate the independence of the independent auditor;
  assess the processes relating to the determination and mitigation of risks and the maintenance of an effective control environment; and;
  review the processes to monitor compliance with laws and regulations.

 

  - Governance Committee - This committee reviews the ethics policy of the Company and ensures compliance. It will make recommendations to the board for improvement in Corporate Governance. In addition, it will be this committee to whom a whistle blower will report.

 

The duties and responsibilities of the Corporate Governance Committee include, without limitation, the following:

 

  Develop and monitor the Company’s overall approach to corporate governance issues and, subject to approval by the Board, implement and administer this process.
  Advise the Board or any of the committees of the Board of any corporate governance issues which the Committee determines ought to be considered by the Board or any such committees.
  Review with the Board, on a regular basis, but not less than annually, the terms of reference for the Board, each committee of the Board, the Chairman, and the Chief Executive Officer.
  Review with the Board, on a regular basis, the methods, and processes by which the Board fulfils its duties and responsibilities, including without limitation:

 

i. the size of the Board;

ii. the number and content of meetings;

iii. the annual schedule of issues to be presented to the Board at its meetings or those of its committees;

 

Page 25

 

 

iv. material which is to be provided to the directors generally and with respect to the meetings of the Board or its committees;

v. resources available to the directors; and

vi. the communication process between the Board and management.

 

  Review and, as necessary, authorize a committee or an individual director to engage separate independent counsel and/or advisors at the expense of the Company in appropriate circumstances.
  Make recommendation to the Board regarding changes or revisions to the Board’s Corporate Governance Guidelines;
  Evaluate and make recommendations to the Board concerning the appointment of directors to the committees and the selection of Board committee chairs;
  Annually evaluate and report to the Board on the performance and effectiveness of the Board and its committees;
  Annually, in conjunction with the Chief Executive Officer, evaluate the performance of the Company’s management (other than the Chief Executive Officer). Conduct an annual review of succession planning and report its findings and recommendations to the Board;
  Evaluate and lead the Board’s annual review of the Chief Executive Officer’s performance; and
  Annually review and evaluate its performance.

 

  - Compensation Committee - This committee will propose the appointment and remuneration of the Chief Executive Officer including salary, stock options, and bonuses.

 

The duties and responsibilities of the Compensation Committee include, without limitation, the following:

 

  to recommend to the Board compensation policies and guidelines for the Company; and
  to review and approve corporate goals and objectives relevant to the compensation of the Chief Executive Officer and, in light of those goals and objectives, to recommend to the Board the annual salary, bonus and other benefits, direct and indirect, of the Chief Executive Officer and to approve compensation for all other designated officers of the Company, after considering the recommendations of the Chief Executive Officer, all within the human resources and compensation policies and guidelines approved by the Board.

 

D. Employees

 

As of December 31, 2023, we had 43 employees, consultants, and independent contractors throughout the world including twenty full-time employees in Canada and Israel. Since 2006 it has been, and continues to be, the Company’s objective to control its costs by retaining consultants, as needed, to provide special expertise in developing internal strategic, marketing, accounting, and technical services. None of our employees or consultants are represented by a labor union, and we believe that our relationship with our employees and consultants is good.

 

We are substantially dependent upon the continued services and performance of J. M. Williams, Chief Executive Officer; Eldad Ben Tora, President & General Manager EMEA and T. M. Williams, Chairman. The loss of the services of these key individuals would have a material adverse effect on our business, financial condition, and results of operations. We do not carry any key man life insurance on any individuals.

 

E. Share ownership.

 

See “Item 7—Major Shareholders and Related Party Transactions—Major Shareholders.”

 

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F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation

 

Not applicable.

 

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

 

A. Major Shareholders

 

The following table sets forth certain information known to us with respect to beneficial ownership of our common stock as of April 25, 2024, by:

 

  - each person known by us to beneficially own 5% or more of our outstanding common stock;
  - each of our directors;
  - each of the Named Executive Officers; and
  - all of our directors and Named Executive Officers as a group.

 

In general, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the voting of such security, or the power to dispose or direct the disposition of such security. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options or debentures held by that person that are currently exercisable or convertible or exercisable or convertible within 60 days of April 25, 2024, are deemed outstanding.

 

Percentage of beneficial ownership is based upon 131,304,499 shares of common stock outstanding at April 25, 2024. To our knowledge, except as set forth in the footnotes to this table and subject to applicable community property laws, each person named in the table has sole voting and investment power with respect to the shares set forth opposite such person’s name.

 

Name and Address of Beneficial Owner  Number of Shares
Beneficially Owned
   Percent of Class 
T. M. Williams (Canada)   17,034,066 (1)   12.02%
            
J. M. Williams (United Kingdom)   1,426,950 (2)   1.01%
            
E. Ben Tora (Israel)   5,789,965 (3)   4.09%
            
F. Curtis (Anguilla)   518,750 (4)   0.40%
            
C. Kalborg (Sweden)   431,250 (5)   0.33%
            
M. David (Israel)   1,407,991 (6)   0.99%
            
H. W. Bromley (Canada)   893,750 (7)   0.63%
            
T. H. Williams (Canada)   1,226,080 (8)   0.87%
            
All directors and Named Executive Officers as a group (8 persons)   28,728,802     20.34%
            
Pendinas Limited (Isle of Man)   27,839,464 (9)   19.65%
            
Wydler Global Equity Fund (Switzerland)   12,200,000 (10)   8.61%
            
Ordan Enterprises Ltd. (Israel)   8,670,808 (11)   6.12%
            
Norma Investment Ltd. (Cypress)   7,700,752 (12)   5.43%

 

  (1) Includes 16,515,316 shares held directly by Mr. T. M. Williams and 50,000 shares of common stock that may be issued upon the exercise of 50,000 stock purchase options with an exercise price of CAD$0.45 (approximately US$0.33) per share and 200,000 shares of common stock that may be issued upon the exercise of 200,000 stock purchase options with an exercise price of CAD$0.50 (approximately US$0.39) per share and 50,000 shares of common stock that may be issued upon the exercise of 50,000 stock purchase options with an exercise price of CAD$1.02 (approximately US$0.81) per share and 50,000 shares of common stock that may be issued upon the exercise of 50,000 stock purchase options with an exercise price of CAD$0.30 (approximately US$0.22) per share and 168,750 shares of common stock that may be issued upon the exercise of 168,750 stock purchase options with an exercise price of CAD$0.20 (approximately US$0.15) per share.

 

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  (2) Includes, 908,200 shares held directly by Mr. J. M. 50,000 shares of common stock that may be issued upon the exercise of 50,000 stock purchase options with an exercise price of CAD$0.45 (approximately US$0.33) per share and 200,000 shares of common stock that may be issued upon the exercise of 200,000 stock purchase options with an exercise price of CAD$0.50 (approximately US$0.39) per share and 50,000 shares of common stock that may be issued upon the exercise of 50,000 stock purchase options with an exercise price of CAD$1.02 (approximately US$0.81) per share and 50,000 shares of common stock that may be issued upon the exercise of 50,000 stock purchase options with an exercise price of CAD$0.30 (approximately US$0.22) per share and 168,750 shares of common stock that may be issued upon the exercise of 168,750 stock purchase options with an exercise price of CAD$0.20 (approximately US$0.15) per share.
     
  (3) Includes 5,214,965 shares held directly by Mr. E. Ben Tora and 350,000 shares of common stock that may be issued upon the exercise of 350,000 stock purchase options with an exercise price of CAD$0.45 (approximately US$0.33) per share and 100,000 shares of common stock that may be issued upon the exercise of 100,000 stock purchase options with an exercise price of CAD$0.50 (approximately US$0.39) per share and 50,000 shares of common stock that may be issued upon the exercise of 50,000 stock purchase options with an exercise price of CAD$1.02 (approximately US$0.81) per share and 50,000 shares of common stock that may be issued upon the exercise of 50,000 stock purchase options with an exercise price of CAD$0.30 (approximately US$0.22) per share and 25,000 shares of common stock that may be issued upon the exercise of 25,000 stock purchase options with an exercise price of CAD$0.20 (approximately US$0.15) per share.
     
  (4) Includes 50,000 shares held directly by Ms. F. Curtis and 200,000 shares of common stock that may be issued upon the exercise of 200,000 stock purchase options with an exercise price of CAD$0.50 (approximately US$0.39) per share and 50,000 shares of common stock that may be issued upon the exercise of 50,000 stock purchase options with an exercise price of CAD$1.02 (approximately US$0.81) per share and 50,000 shares of common stock that may be issued upon the exercise of 50,000 stock purchase options with an exercise price of CAD$0.30 (approximately US$0.22) per share and 168,750 shares of common stock that may be issued upon the exercise of 168,750 stock purchase options with an exercise price of CAD$0.20 (approximately US$0.15) per share.
     
  (5) Includes 100,000 shares of common stock that may be issued upon the exercise of 100,000 stock purchase options with an exercise price of CAD$0.50 (approximately US$0.39) per share and 50,000 shares of common stock that may be issued upon the exercise of 50,000 stock purchase options with an exercise price of CAD$1.02 (approximately US$0.81) per share and 50,000 shares of common stock that may be issued upon the exercise of 50,000 stock purchase options with an exercise price of CAD$0.30 (approximately US$0.22) per share and 231,250 shares of common stock that may be issued upon the exercise of 231,250 stock purchase options with an exercise price of CAD$0.20 (approximately US$0.15) per share..
     
  (6) Includes 543,379 shares held indirectly by Mr. M. David and 339,612 shares indirectly by a Company owned by Mr. M. David and 300,000 shares of common stock that may be issued upon the exercise of 300,000 stock purchase options with an exercise price of CAD$0.45 (approximately US$0.33) per share and 100,000 shares of common stock that may be issued upon the exercise of 100,000 stock purchase options with an exercise price of CAD$0.50 (approximately US$0.39) per share and 50,000 shares of common stock that may be issued upon the exercise of 50,000 stock purchase options with an exercise price of CAD$1.02 (approximately US$0.81) per share and 50,000 shares of common stock that may be issued upon the exercise of 50,000 stock purchase options with an exercise price of CAD$0.30 (approximately US$0.22) per share and 25,000 shares of common stock that may be issued upon the exercise of 25,000 stock purchase options with an exercise price of CAD$0.20 (approximately US$0.15) per share.
     
  (7) Includes, 375,000 shares held directly by Mr. H. W. Bromley and 50,000 shares of common stock that may be issued upon the exercise of 50,000 stock purchase options with an exercise price of CAD$0.45 (approximately US$0.33) per share and 200,000 shares of common stock that may be issued upon the exercise of 200,000 stock purchase options with an exercise price of CAD$0.50 (approximately US$0.39) per share and 50,000 shares of common stock that may be issued upon the exercise of 50,000 stock purchase options with an exercise price of CAD$1.02 (approximately US$0.81) per share and 50,000 shares of common stock that may be issued upon the exercise of 50,000 stock purchase options with an exercise price of CAD$0.30 (approximately US$0.22) per share and 168,750 shares of common stock that may be issued upon the exercise of 168,750 stock purchase options with an exercise price of CAD$0.20 (approximately US$0.15) per share.

 

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  (8) Includes, 676,080 shares held directly by Mr. T. H. Williams and 150,000 shares of common stock that may be issued upon the exercise of 150,000 stock purchase options with an exercise price of CAD$0.45 (approximately US$0.33) per share and 200,000 shares of common stock that may be issued upon the exercise of 200,000 stock purchase options with an exercise price of CAD$0.50 (approximately US$0.39) per share and 50,000 shares of common stock that may be issued upon the exercise of 50,000 stock purchase options with an exercise price of CAD$1.02 (approximately US$0.81) per share and 50,000 shares of common stock that may be issued upon the exercise of 50,000 stock purchase options with an exercise price of CAD$0.30 (approximately US$0.22) per share and 100,000 shares of common stock that may be issued upon the exercise of 100,000 stock purchase options with an exercise price of CAD$0.20 (approximately US$0.15) per share..
     
  (9) Includes 27,839,464 shares held directly by Pendinas Ltd., a company wholly owned by Mr. G. R. Williams. Mr. G. R. Williams is not related to Mr. T. M. Williams, Mr. J. M. Williams nor Mr. T. H. Williams.
     
  (10) Includes 12,200,000 shares held directly by Wydler Global Equity Fund.
     
  (11) Includes 8,670,807 shares held directly by Ordan Enterprises Ltd.
     
  (12) Includes 7,700,752 shares held directly by Norma Investment Limited.

 

B. Related Party Transactions

 

As at and for the year ended December 31, 2023, the Company has the following related party transactions:

 

   2023   2022   2021 
Directors fees  $7,505   $8,970   $8,000 
Salaries, wages, consultants and benefits   667,229    659,558    612,492 
Selling and marketing   70,439    126,920    77,906 
Stock-based compensation (Note 10)   188,961    276,207    237,348 
Software technology development (Note 8)   248,780    246,016    214,843 
Closing balance for the year  $1,182,914   $1,317,671   $1,150,589 

 

The Company has liabilities of $79,852 (2022 - $80,874) as at December 31, 2023, to current directors, officers and companies owned by the current directors and officers of the Company for employment, director and consulting fees.

 

During the year ended December 31, 2023, the Company granted 400,000 options with an exercise price of CAD$0.30 ($0.22) per share to current directors and officers of the Company. Subsequent to the year ended December 31, 2023, the Company granted 1,056,250 options with an exercise price of CAD$0.20 ($0.14) to current directors and officers of the Company.

 

During the year ended December 31, 2022, the Company granted 900,000 options with an exercise price of CAD$0.50 ($0.39) per share to current directors and officers of the Company.

 

During the year ended December 31, 2021, the Company granted the following options to related parties:

 

  a) 400,000 options with an exercise price of CAD$0.50 ($0.39) per share
  b) 400,000 options with an exercise price of CAD$1.02 ($0.80) per share

 

The related party transactions are in the normal course of operations and were granted at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

 

C. Interests of Experts and Counsel

 

Not applicable.

 

ITEM 8. FINANCIAL INFORMATION

 

A. Consolidated Statements and Other Financial Information

 

The Company’s financial statements are stated in United States dollars and are prepared in accordance with US GAAP.

 

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Please see “Item 18—Financial Statements” below for additional information required to be disclosed under this item.

 

Legal Proceedings

 

We are not currently a party to any legal proceedings and were not a party to any other legal proceeding, during the fiscal year ended December 31, 2023. We are currently not aware of any legal proceedings proposed to be initiated against us. However, from time-to-time, we may become subject to claims and litigation generally associated with any business venture.

 

Dividend Policy

 

We do not anticipate declaring or paying any cash dividends to holders of our common stock in the near term. We currently intend to retain future earnings, if any, to finance the growth of our business. We may, however, adopt in the future a policy to make cash dividends. Our future dividend policy is within the discretion of our board of directors. Any determination to pay or not pay cash dividends will depend upon then-existing conditions, including our results of operations, financial condition, capital requirements, investment opportunities, statutory and contractual restrictions on our ability to pay dividends and other factors our board of directors may deem relevant.

 

B. Significant Changes

 

Not applicable.

 

ITEM 9. THE OFFER AND LISTING

 

A. Offer and Listing Details

 

Our common shares are currently quoted on the TSX Venture Exchange in Canada under the symbol “KIDZ”. Our shares continue to be quoted on the OTC under the symbol “KDOZF”.

 

B. Plan of distribution

 

Not applicable.

 

C. Markets

 

Our common shares are currently quoted on the TSX Venture Exchange in Canada under the symbol “KIDZ”. Our shares continue to be quoted on the OTC under the symbol “KDOZF”.

 

D. Selling shareholders

 

Not applicable.

 

E. Dilution

 

Not applicable.

 

F. Expenses of the issue

 

Not applicable.

 

ITEM 10. ADDITIONAL INFORMATION

 

A. Share Capital

 

Not applicable.

 

B. Memorandum and Articles of Association

 

The information required to be disclosed under this item is incorporated by reference to Exhibit 1.1 filed January 4, 2023, for the updated bylaws and memorandum and articles of association for the Company as a result of its continuation into Canada effective January 1, 2023.

 

Exhibit 1.2 contains the Certificate of Continuance into Canada.

 

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C. Material Contracts

 

The Company has Management Services Agreements with its Chairman and Chief Financial Officer and are included as Exhibits 10.37 to 10.39.

 

D. Exchange Controls

 

There are no government laws, decrees or regulations in Anguilla or Canada which restrict the export or import of capital, or which affect the remittance of dividends, interest, or other payments to non-resident holders of the Company’s common shares.

 

E. Taxation

 

Effective January 1, 2023, continued out of Anguilla and into Canada and became a Canadian taxpayer.

 

The following subsidiaries pay taxes:

 

  - Kidoz Ltd. This is an Israeli Company. The Israeli corporate tax rate has been 12%. During the year ended December 31, 2023, our Israeli subsidiary was officially recognized as a Preferred Technology Enterprise in Israel, a prestigious status that comes with extensive tax relief benefits as provided by law and applied to the fiscal 2022 tax year.
     
  - Shoal Media (Canada) Inc. This is an Canadian Company. The Canadian corporate tax rate has been 23%
     
  - The remaining subsidiaries are not profitable and therefore have an assessed taxation loss.

 

There are the following taxation effects for our shareholders subsequent to continuation of the Company into Canada.

 

Canadian Federal Income Tax Consequences

 

The following summarizes the principal Canadian federal income tax consequences applicable to the holding and disposition of common shares in the capital of the Company by a non Canadian residents, and who holds common shares solely as capital property. This summary is based on the current provisions of the Income Tax Act (Canada), referred to as the “Tax Act”, the regulations thereunder, all amendments thereto publicly proposed by the government of Canada, the published administrative practices of Revenue Canada, Customs, Excise and Taxation, and the current provisions of the Canada-United States Income Tax Convention, 1980, as amended, referred to as the “Treaty”. Except as otherwise expressly provided, this summary does not take into account any provincial, territorial or foreign (including without limitation, any United States) tax law or treaty. It has been assumed that all currently proposed amendments will be enacted substantially as proposed and that there is no other relevant change in any governing law or practice, although no assurance can be given in theses respects.

 

Each non Canadian shareholder is advised to obtain tax and legal advice applicable to such their particular circumstances.

 

Every non-Canadian shareholder is liable to pay a Canadian withholding tax on every dividend that is or is deemed to be paid or credited to the non-Canadian shareholder on the non-Canadian shareholder common shares. The statutory rate of withholding tax is 25% of the gross amount of the dividend paid. There are treaties which reduces the statutory rate with respect to dividends paid to a non-Canadian shareholder for the purposes of the treaties. Where applicable, the general rate of withholding tax under the treaties is 15% of the gross amount of the dividend. The Company is required to withhold the applicable tax from the dividend payable to the non-Canadian shareholder, and to remit the tax to the Receiver General of Canada for the account of the non-Canadian shareholder.

 

Page 31

 

 

Pursuant to the Tax Act, a non-Canadian shareholder will not be subject to Canadian capital gains tax on any capital gain realized on an actual or deemed disposition of a common share, including a deemed disposition on death, provided that the non-Canadian shareholder did not hold the common share as capital property used in carrying on a business in Canada, and that neither the non-Canadian shareholder nor persons with whom the non-Canadian shareholder did not deal at arms-length (alone or together) owned or had the right or an option to acquire 25% or more of the issued shares of any class of the Company at any time in the five years immediately preceding the disposition.

 

F. Dividends and paying agents.

 

Not applicable.

 

G. Statement by experts.

 

Not applicable.

 

H. Documents on display

 

We are subject to certain of the reporting requirements of the Exchange Act, as applicable to “foreign private issuers” as defined in Rule 3b-4 under the Exchange Act. As a foreign private issuer, we are exempt from certain provisions of the Exchange Act. Accordingly, our proxy solicitations are not subject to the disclosure and procedural requirements of Regulation 14A under the Exchange Act, and transactions in our equity securities by our officers and directors are exempt from reporting and the “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic reports and financial statements as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we file with the Securities and Exchange Commission an annual report on Form 20-F containing financial statements audited by an independent accounting firm. We also submit to the Securities and Exchange Commission reports on Form 6-K containing (among other things) press releases and unaudited financial information. We post our annual report on Form 20-F on our website (www.kidoz.net) promptly following the filing of our annual report with the Securities and Exchange Commission. The information on our website is not incorporated by reference into this annual report.

 

Any statement in this Report about any of our contracts or other documents is not necessarily complete. If the contract or document is filed as an exhibit to this report or any of our annual reports or to a registration statement or other documents filed by us, the contract or document is deemed to modify the description contained in this Report. You must review the exhibits themselves for a complete description of the contract or document. In the event any of the documents that are filed as exhibits to our annual reports are not in English, the original language version is on file in our offices and is available upon request.

 

The Company makes available through the Corporate Kidoz Inc. section of its internet website at http://investor.kidoz.net its annual report on Form 20-F, quarterly reports on Form 6-K, current reports on Form 6-K, Press Releases, Research Reports, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after electronically filing such material with the Securities and Exchange Commission.

 

You may read and copy any reports, statements, or other information that we file with TSX Venture exchange on SEDAR. The address of this Internet site is http://www.sedar.com.

 

In addition, we file with the Securities and Exchange Commission at the Securities and Exchange Commission’s Public Reference Room at 100 F Street, N.E., Washington D.C. 20549. You can request copies of these documents, upon payment of a duplicating fee, by writing to the Securities and Exchange Commission. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the operation of the Public Reference Room.

 

We file our reports with the Securities and Exchange Commission electronically through the Securities and Exchange Commission’s Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system. The Securities and Exchange Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding companies that file electronically with the Securities and Exchange Commission through EDGAR. The address of this Internet site is http://www.sec.gov.

 

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I. Subsidiary Information

 

Not applicable.

 

J. Annual Report to Security Holders

 

We held our Annual Meeting of Stockholders in Anguilla on November 30, 2023. The Annual Meeting was for the purposes of electing to set the number of directors to be 6; electing our directors; and to ratify the appointment of Davidson & Company LLP, Chartered Professional Accountants, as our independent auditors for the 2023 fiscal year; to ratify our Rolling Stock Option plan as amended by inclusion of an Israeli Taxpayers Appendix thereto; and for any other regular business. The Company issued a schedule 14A proxy statement to the shareholders on October 5, 2023.

 

All nominees for directors were elected; the appointment of auditors was ratified; and the Rolling Stock Option plan as amended by inclusion of an Israeli Taxpayers Appendix thereto was ratified. The voting on each matter is set forth below:

 

(a) Elected to set the number of directors to be 6.

 

For   Against   Not Voted  
 48,285,949    25,489     Nil  

 

(b) Elected the following persons to serve as directors until the next annual meeting or until their successors are duly qualified:

 

T. M. Williams

J. M. Williams

E. Ben Tora

F. Curtis (Non-Executive Director)

C. Kalborg (Non-Executive Director)

M. David (Non-Executive Director)

 

Election of the Directors of the Company.

 

NOMINEE  FOR   WITHHOLD   NOT VOTED 
Mr. T. M. Williams   47,344,236    9,750    957,452 
Mr. J. M. Williams   47,344,236    9,750    957,452 
Mr. E. Ben Tora   47,345,036    8,950    957,452 
Ms. F. Curtis   47,343,098    10,888    957,452 
Mr. C. Kalborg   47,345,036    8,950    957,452 
Mr. M. David   47,345,236    8,750    957,452 

 

(c) Approved the selection of Davidson & Company LLP, Chartered Professional Accountants as the Company’s independent auditors for the fiscal year ending December 31, 2023.

 

FOR   WITHHOLD   NOT VOTED  
 48,294,809    16,629     nil  

 

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(d) The ratification of the existing 2015, 10% Rolling Stock Option plan, as amended by inclusion of an Israeli Taxpayers Appendix thereto, as more particularly set out in Schedule B to the Proxy Statement was approved.

 

FOR   AGAINST   NOT VOTED 
 46,304,936    1,049,050    957,452 

 

Subsequent to their appointment the Board of Directors ratified the continuation of Mr. Jason Williams as CEO of the Kidoz Inc. organization and Mr. T. M. Williams, will continue to serve as Chairman.

 

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

The Company is exposed to various financial risks resulting from both its operations. The Company does not enter into financial instrument agreements including derivative financial instruments for speculative purposes. The fair values of the Company’s financial instruments approximate the carrying values, due to their short terms to maturity or attached market rates of interest. The Company is exposed to various risks related to its financial instruments as follows:

 

  (i) Market risk
     
    Market risk is the risk that changes in market prices, such as interest rates and foreign exchange rates, will affect the Company’s net income and the value of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable limits, while maximizing returns.
     
  (ii) Foreign exchange risk
     
    The Company has exposure to foreign exchange risk which is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. Foreign exchange risk arises when future commercial transactions and recognized assets and liabilities are denominated in a currency that is not the Company’s functional currency. The Company has not entered into foreign exchange purchase contracts to manage its foreign exchange risk, because, in management’s view, the cost of setting up the contracts is in excess of the risks associated with a sudden change in the exchange rates. Management continually monitors the exchange rates and will enter into risk prevention measures when warranted. The Company is also exposed to foreign exchange risk on its cash, accounts receivable and accounts payable balances that are mostly denominated in U.S. dollars and Euros, whereas our employment and consulting costs are mostly denominated in Israeli Shekels, British Pounds, Canadian Dollars, and US Dollars.
     
  (iii) Credit Risk
     
    Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company is subject to credit risk with respect to cash and accounts receivable. The Company’s maximum exposure to credit risk at the end of the reporting period is the carrying value of these assets. Credit risk is managed through a credit approval process and monitoring procedures, and there are no expected credit losses.
     
    All cash balances are held at a major banking institutions in Israel, United Kingdom and Canada and management believes the risk of loss to be remote.
     
  (iv) Liquidity risk
     
    Liquidity risk is the risk that arises when the maturity of assets and the maturity of liabilities do not match. An unmatched position potentially enhances profitability but can also increase the risk of loss. The Company’s liquidity needs can be met through a variety of sources. The Company generates cash from operations, and in the past by issuances of common shares. The Company manages liquidity risk by maintaining sufficient cash balances to meet liabilities when due and by continuously monitoring actual and forecast cash flows.

 

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ITEM 12: DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

 

Stock Option Plans

 

In the year ended December 31, 2015, the 1999, 2001 and 2005 Stock Option Plans were discontinued and replaced with the 2015 Stock Option Plan.

 

Our Board of Directors administers the 2015 Stock Option Plan. Our Board is authorized to construe and interpret the provisions of the Stock Option Plans, to select employees, directors, and consultants to whom options will be granted, to determine the terms and conditions of options and, with the consent of the grantee, to amend the terms of any outstanding options. The 2015 Stock Option Plan provides for the granting of stock options to the employees, directors, advisors, and consultants of the Corporation to encourage proprietary interest in the Corporation, to encourage such employees to remain in the employ of the Corporation or such directors, advisors and consultants to remain in the service of the Corporation, and to attract new employees, directors, advisors and consultants with outstanding qualifications.

 

Our Board determines the terms and provisions of each option granted under the Stock Option Plans, including the exercise price, vesting schedule, repurchase provisions, rights of first refusal and form of payment. The Plan shall not exceed 10% of the number of Shares of the Company issued and outstanding as of each Award Date, inclusive of all Shares presently reserved for issuance pursuant to previously granted stock options, unless shareholder approval is obtained in advance. The Exercise Price shall be that price per Share, as determined by the Board in its sole discretion, and announced as of the Award Date, at which an Option Holder may purchase a Share upon the exercise of an Option, provided that it shall not be less than the closing price of the Company’s Shares traded through the facilities of the Exchange on the day preceding the Award Date, less any discount permitted by the Exchange, or such other price as may be required or permitted by the Exchange.

 

The term of options under the Stock Option Plans will be determined by our Board; however, the term of the stock option may not be for more than ten years. Where the award agreement permits the exercise of an option for a period of time following the recipient’s termination of service with us, disability, or death, that option will terminate to the extent not exercised or purchased on the last day of the specified period or the last day of the original term of the option, whichever occurs first.

 

If a third party acquires the Company through the purchase of all or substantially all of our assets, a merger or other business combination, except as otherwise provided in an individual award agreement, all unexercised options will terminate unless assumed by the successor corporation.

 

During the year ended December 31, 2023, the Company granted 1,885,000 options to employees and consultants with an exercise price of CAD$0.30 ($0.23) where 2% vests per month. 400,000 of these options were granted to directors and officers of the Company.

 

During the year ended December 31, 2023, there were nil (2022 – nil) options exercised and 460,000 (2022 – 285,600) options cancelled and 1,988,000 (2022 – 506,150) options expired unexercised.

 

During the year ended December 31, 2022, the Company granted 2,550,000 options to employees and consultants with an exercise price of CAD$0.50 ($0.37) where 2% vests per month. 900,000 of these options were granted to directors and officers of the Company.

 

During the year ended December 31, 2022, 285,600 options were cancelled, and 506,150 options expired unexercised.

 

Subsequent to the year ended December 31, 2023, 2,318,750 options were granted to employees and consultants with an exercise price of CAD$0.20 ($0.14) where 2% vests per month. 1,056,250 options of these options were granted to directors and officers of the Company.

 

Warrants

 

The Company granted 230,000 common share purchase warrants to Research Capital Corporation (“RCC”) in the year ended December 31, 2022. Each warrant will entitle the holder thereof to purchase one common share in the capital of the Company at an exercise price of $0.77 (CAD$0.98) at any time up to 24 months following the date of issuance and expired unexercised on April 1, 2023.

 

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PART II

 

ITEM 13: DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

 

Not Applicable.

 

ITEM 14: MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

 

Not applicable.

 

ITEM 15: CONTROLS AND PROCEDURES

 

(a) Disclosure Controls and Procedures

 

Our Chairman, Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report, have concluded that, as of such date, our disclosure controls and procedures were effective to ensure that the information required in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

 

(b) Management’s Annual Report on Internal Control over Financial Reporting

 

Our management, including the Chairman, Chief Executive Officer, and the Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) promulgated under the Securities Exchange Act of 1934, as amended, as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Our management evaluated of the effectiveness of the Company’s design and operation of its disclosure controls and procedures as defined in Exchange Act Rule 13a-15(f), based on the framework set forth in the Internal Control—Integrated Framework (1992) issued by the by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on our evaluation, we believe that, as of December 31, 2023, the Company’s internal control over financial reporting is effective under the COSO framework.

 

(c) Attestation report of the registered public accounting firm.

 

This Form 20-F Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Form 20-F Annual Report.

 

(d) Changes in internal control over financial reporting

 

There were no changes in our internal control over financial reporting that occurred during the year ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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ITEM 16. [RESERVED]

 

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

 

The Company does not have an audit committee financial expert serving on its audit committee. Each of the Company’s directors serving on the audit committee is financially literate and is able to professionally discharge the duties incumbent upon audit committee members. However, none of the audit committee members are “financial experts”. At such time as the Company may secure a project and is able to raise the significant funds necessary to exploit the opportunity, the Company will make a concerted effort to identify and appoint a financial expert to its audit committee.

 

ITEM 16B. CODE OF ETHICS

 

We have adopted a Code of Business Conduct and Ethics that applies to all entities controlled by the Company and its employees, directors, officers, and agents of the Company. We will provide any person, free of charge, a copy of our Code of Business Conduct and Ethics upon written request to our principal executive office.

 

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

During the year ended December 31, 2023, the Company incurred fees of $105,104 (2022 - $129,946) from the principal accountant during fiscal 2023 - Davidson & Company LLP, $105,104 of these fees related to audit fees (2022 - $129,946).

 

Our Audit Committee reviewed the audit and non-audit services rendered by Davidson & Company LLP, during the periods set forth above and concluded that such services were compatible with maintaining the auditors’ independence. All audit and non-audit services performed by our independent accountants are pre-approved by our Audit Committee to assure that such services do not impair the auditors’ independence from us.

 

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES.

 

Not applicable

 

ITEM 16E: PURCHASE OF EQUITY SECURITIES BY THE COMPANY AND AFFILIATED PURCHASERS

 

During the year ended December 31, 2022, the Company filed a Notice of Intention to Make a Normal Course Issuer Bid (the “Notice of Intention”) with the TSX Venture Exchange (“TSX-V”) on September 15, 2022. Upon receiving approval from the TSX-V, effective September 16, 2022, the Company commenced a normal course issuer bid (“NCIB”), whereby the Company may purchase for cancellation up to 6,579,074 shares, being 5% of the issued and outstanding shares as of such date. Any purchases under the NCIB will be made on the open market through the facilities of the TSX-V or alternative Canadian trading systems. Purchases will be made at market prices of the shares at the time of acquisition.

 

Purchases under the NCIB may commence as of September 16, 2022, and will end on the earlier of: (i) September 14, 2023; or (ii) the date on which the Company has purchased the maximum number of shares to be acquired under the NCIB. The Company may terminate the NCIB earlier if it feels it is appropriate to do so.

 

The normal course issuer bid will be conducted through Kidoz Inc’s broker Research Capital Corporation. The purchase and payment of the common shares will be made in accordance with the requirements of the TSX-V and applicable securities laws. The actual number of common shares purchased, timing of purchases and share price will depend upon market conditions at the time and securities law requirements. All common shares acquired will be returned to treasury and cancelled.

 

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The purchase of and payment for the shares will be made in accordance with the requirements of the TSX-V and applicable securities laws. The actual number of shares purchased, timing of purchases and share price will depend upon market conditions at the time and securities law requirements. All shares acquired pursuant to the NCIB will be returned to treasury and cancelled.

 

During the year ended December 31, 2023, 41,500 shares which were acquired during the year ended December 31, 2022, pursuant to the NCIB in effect, at an aggregate cost of $11,793, were cancelled.

 

During the year ended December 31, 2023, 2,000 shares were acquired pursuant to the NCIB in effect, at an aggregate cost of $517. During the year ended December 31, 2023, 2,000 shares were cancelled.

 

During the year ended December 31, 2022, 275,000 shares were acquired pursuant to the NCIB in effect, at an aggregate cost of $87,778. During the year ended December 31, 2022, 233,500 shares were cancelled.

 

ITEM 16F: CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANTS

 

Not Applicable.

 

ITEM 16G: CORPORATE GOVERNANCE

 

We are organized under the laws of Canada, and our Common Shares are listed for trading on the TSX Venture Stock Exchange (“TSX-V”) under the symbol “KIDZ”. We comply with the applicable laws of Canada and rules and regulations of the TSX-V, including rules related to corporate governance practices.

 

General

 

Corporate governance refers to the policies and structure of the board of directors of a company whose members are elected by and are accountable to the shareholders of the Company. Corporate governance encourages establishing a reasonable degree of independence of the board of directors from executive management and the adoption of policies to ensure the board of directors recognizes the principles of good management. The Board of the Company is committed to sound corporate governance practices, as such practices are both in the interests of shareholders and help to contribute to effective and efficient decision-making.

 

Board of Directors

 

Directors are considered to be independent if they have no direct or indirect material relationship with the Company. A “material relationship” is a relationship which could, in the view of the Company’s Board, be reasonably expected to interfere with the exercise of a director’s independent judgment.

 

The non-independent members of the Board of the Company are as follows:

 

  Tryon (Tarrnie) Williams   Chairman
  Jason Williams   CEO
  Eldad Ben Tora   President & General Manager EMEA

 

The independent, non-executive members of the Board of the Company are as follows:

 

Claes Kalborg

Moshe David

Fiona Curtis

 

Management has been delegated the responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying on the Company’s business in the ordinary course, managing cash flow, evaluating new business opportunities, recruiting staff, and complying with applicable regulatory requirements. The board facilitates its independent supervision over management by reviewing and approving long-term strategic, business and capital plans, material contracts and business transactions, and all debt and equity financing transactions. Through its audit committee, the Board examines the effectiveness of the Company’s internal control processes and management information systems.

 

Board Meetings

 

The Company holds regular Board meetings which include presentations by the Company’s management to give the directors additional insight into the Company’s business.

 

Ethical Business Conduct

 

The Board is of the view that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law are sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

 

Nomination of Directors

 

The Board reviews its size each year. It considers the number of directors to recommend to the shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Board’s duties effectively and to maintain a diversity of views and experience. Current board members stand for 1 year until re-election at the next board meeting.

 

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Assessments

 

The Board monitors the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and committees. The Board has frequent communications with management and other board members and is regularly consulted on important Company decisions. In this context, the Board periodically reviews the performance of the Board as a whole, any standing committees it has appointed, and individual directors, to ensure each is performing effectively.

 

Quorum

 

A quorum of shareholders is present at a meeting of shareholders if the holders of not less than 33 1/3% of the shares entitled to vote at the meeting are present in person or represented by proxy (including electronically), irrespective of the number of persons actually present at the meeting.

 

ITEM 16H. MINE SAFETY DISCLOSURE

 

Not applicable.

 

ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 

Not applicable.

 

ITEM 16J. INSIDER TRADING POLICIES

 

Pursuant to applicable SEC transition guidance, the disclosure required by this Item 16J will be applicable to the Company for the fiscal year ending December 31, 2024.

 

ITEM 16K. CYBERSECURITY

 

At Kidoz Inc., cybersecurity risk management is an integral part of our overall enterprise risk management program. Our cybersecurity risk management program is designed to align with industry practices and provide a framework for handling cybersecurity threats and incidents. We identify and assess risks from cybersecurity threats as part of our overall risk assessment process. We have implemented certain tools and processes to aid us in our efforts to identify, assess, prevent, and manage such cybersecurity risks. In addition to our own expertise, we also collaborate with subject matter specialists, as necessary, to gather insights for identifying and assessing cybersecurity threat risks, their likelihood and severity, and potential preventative measures and mitigations.

 

Our framework includes steps for (i) assessing the severity of a cybersecurity threat, (ii) identifying the source of a cybersecurity threat, (iii) implementing cybersecurity countermeasures and mitigation strategies and (iv) informing management of material cybersecurity threats and incidents.

 

Our cybersecurity team engages as needed our Cyber Security division experts for risk assessment and system enhancements. In addition, our cybersecurity team is involved in annual training.

 

Our Board of Directors has overall oversight responsibility for our risk management and delegates the daily supervision of cybersecurity issues to our VP Product. Our VP Product reports material cybersecurity incidents to the Chairman and Chief Executive Officer, and if needed, the Chairman and Chief Executive Officer will report the incident to our Board of Directors to take appropriate and timely measures in response to the incident.

 

Our management is responsible for identifying, considering, and assessing material cybersecurity risks on an ongoing basis, establishing processes to ensure that such potential cybersecurity risk exposures are monitored, putting in place appropriate mitigation measures and maintaining cybersecurity programs. We established our data security management committee (the “Data Security Management Committee”) in 2021, composed of personnel from our cyber-Security division, IT center, and management team, to improve data security. The Data Security Management Committee is responsible for developing data security protection strategies, plans, and systems and providing required support and coordinating on major data security incidents. Our cybersecurity programs are under the direction of our VP Product who receives reports from our cybersecurity team and monitors the prevention, detection, mitigation, and remediation of cybersecurity incidents. Our VP Product and other dedicated personnel are experienced information systems professionals with many years of experience in maintaining cybersecurity.

 

During the year ended December 31, 2023, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced an undetected cybersecurity incident. For more information about these risks, see “Item 3. Key Information — 3.D. Risk Factors — Risks Related to Our Business — Breaches of network or information technology security, natural disasters or terrorist attacks could have an adverse effect on our business.

 

Page 39

 

 

PART III

 

ITEM 17: FINANCIAL STATEMENTS

 

Not Applicable.

 

ITEM 18: FINANCIAL STATEMENTS

 

Our Financial Statements are included in pages F-1.

 

ITEM 19. EXHIBITS

 

The following exhibits are filed as part of this annual report:

 

EXHIBIT LIST

 

The following instruments are included as exhibits to this Report. Exhibits incorporated by reference are so indicated.

 

Exhibit Number   Description
1.1   Kidoz Inc. Bylaws in accordance with Canada Business Corporations Act (a)
1.2   Kidoz Inc. Certificate of Continuance issued by Canada Business Corporations Act (a)
1.3   Kidoz Inc. Articles of Continuance filed with Canada Business Corporations Act (a)
4.4   Convertible Debenture between the Company and unrelated parties dated July 2, 2002. (c)
4.5   Common Stock Purchase Warrant between the Company and unrelated parties dated July 2, 2002. (c)
10.2   Asset Purchase Agreement by and between Bingo, Inc. and Progressive Lumber, Corp. dated January 18, 1999. (b)
10.24   Amended Consulting Agreement dated February 28, 2002, between the Company, T.M. Williams (Row), Ltd., and T.M. Williams. (d)
10.32   Code of Business Conduct and Ethics dated December 22, 2006. (e)
10.33   Amended Consulting Agreement dated June 16, 2010, between the Company, T.M. Williams (Row), Ltd., and T.M. Williams. (f)
10.37   Amended Consulting Agreement dated August 1, 2013, between the Company, T.M. Williams (Row), Ltd., and T.M. Williams. (g)
10.38   Consulting Agreement dated January 1, 2014, between the Company, Jayska Consulting Ltd., and J.M. Williams. (g)
10.39   Consulting Agreement dated January 1, 2014, between the Company, LVA Media Inc., and J.M. Williams. (g)
10.41   Consulting Agreement dated January 1, 2014, between the Company, Bromley Accounting Services Limited, and H. W. Bromley. (g)
10.42   Share Purchase Agreement for the purchase of Kidoz Ltd. (h)
8   List of Subsidiaries of the Registrant
12.1   Certification of Chief Executive Officer required by Rule 13a-14(a) and Rule 15d-14(a) (Section 302 Certification)
12.2   Certification of Chief Financial Officer required by Rule 13a-14(a) and Rule 15d-14(a) (Section 302 Certification)
13.1   Certification under Section 906 of the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer.
13.2   Certification under Section 906 of the Sarbanes-Oxley Act of 2002 of the Chief Financial Officer.
101. INS*   XBRL Instance Document
101.SCH*   XBRL Taxonomy Extension Schema Document
101.CAL*   XBRL Taxonomy Calculation Linkbase Document
101.DEF*   XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*   XBRL Taxonomy Label Linkbase Document
101.PRE*   XBRL Taxonomy Presentation Linkbase Document
104*   Cover Page Interactive Date File (formatted as Inline XBRL and contained in Exhibit 101)

 

  (a) Previously filed with the Company’s report on Form 8-K on January 4, 2023.
  (b) Previously filed with the Registrant’s registration statement on Form 10 on June 9, 1999.
  (c) Previously filed with the Company’s quarterly report on Form 10-Q for the period ended September 30, 2002, on November 14, 2002.
  (d) Previously filed with the Company’s quarterly report on Form 10-Q for the period ended September 30, 2002, on August 14, 2002.
  (e) Previously filed with the Company’s report on Form 8-K on December 26, 2006.
  (f) Previously filed with the Company’s report on Form 8-K on June 17, 2010.
  (g) Previously filed with the Company’s report on Form 8-K on March 24, 2014.
  (h) Previously filed with the Company’s report on Form 8-K on March 12, 2019.

 

Page 40

 

 

SIGNATURES

 

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

 

  KIDOZ INC.
     
  By: /s/ J. M. Williams
    J. M. Williams
    Chief Executive Officer
     
  By: /s/ H. W. Bromley
    H. W. Bromley
    Chief Financial Officer
     
  Date: April 25, 2024

 

Page 41

 

 

F1 – FINANCIAL STATEMENTS

Kidoz Inc. and subsidiaries

 

Consolidated Financial Statements

Years ended December 31, 2023, 2022 and 2021

 

Report of Independent Registered Public Accounting Firm for the years ended December 31, 2023, 2022 and 2021

PCAOB ID is 731

  F-2
Consolidated Financial Statements    
Consolidated Balance Sheets   F-4
Consolidated Statements of Operations and Comprehensive (Loss) Income   F-5
Consolidated Statements of Stockholders’ Equity   F-6
Consolidated Statements of Cash Flows   F-7
Notes to Consolidated Financial Statements   F-8

 

F-1

 

 

 

Report of Independent Registered Public Accounting Firm

 

To the Shareholders and Directors of

Kidoz Inc.

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheets of Kidoz Inc. (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations and comprehensive (loss) income, stockholders’ equity, and cash flows for the years ended December 31, 2023, 2022 and 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years ended December 31, 2023, 2022 and 2021, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical Audit Matters

 

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 

 

F-2

 

 

Evaluation of Intangible Assets and Goodwill Impairment Analysis

 

As described in Notes 6 and 7 to the consolidated financial statements, the carrying amount of the Company’s sole reporting unit, consisting of intangible assets, and goodwill, was $3,903,158 as at December 31, 2023 and is a significant portion (33%) of the Company’s total assets. As discussed in notes 2(l), 2(m) and 2(n) to the consolidated financial statements, the Company performs impairment testing on an annual basis or whenever events or changes in circumstances indicate that the carrying value of a reporting unit may exceed its recoverable amount. During the year ended December 31, 2023, the Company determined that no impairment was necessary.

 

We identified the evaluation of the goodwill impairment analysis as a critical audit matter. The estimated recoverable amount of the reporting unit uses forward-looking estimates that involved a high degree of subjective auditor judgment, in addition to specialized skills and knowledge to evaluate. The sensitivity of reasonably possible changes to those assumptions could have a significant impact on the determination of the recoverable amount of the reporting unit and the Company’s assessment of impairment.

 

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures include, among others:

 

Evaluating projected earnings before interest, taxes, depreciation, and amortization (“EBITDA”) by comparing historical EBITDA forecasts to actual results, current industry, market and economic trends and by examining the historical trend analysis of both increases and decreases in actual revenues and costs as compared to forecasted amounts;
Involving our valuation specialists to assist in testing certain significant assumptions described above, such as discount rates and long-term growth rates;
Performing sensitivity analyses on significant assumptions to evaluate the changes in fair value that would result from changes in these assumptions; and
Assessing the adequacy of the associated disclosures in the financial statements.

 

Reliability of Internally-Generated Reports Supporting Revenues

 

The Company uses an underlying operating system to track ad tech advertising revenue and report this information to customers and suppliers. As disclosed in Note 2(c) of the consolidated financial statements, the Company records revenues when a customer obtains control of promised services, which in certain instances, is determined by the Company’s underlying operating and ad tech systems.

 

We identified relying on internally-generated reports as a critical audit matter. Assessing the reliability of information produced by the Company as audit evidence requires significant judgment with respect to testing and evaluating the information to determine if it is sufficient and appropriate for purposes of the audit. Auditing the Company’s accounting for revenue from contracts with customers was challenging and complex due to the dependency on these internally-generated reports.

 

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures include, among others:

 

Testing, on a sample basis, the completeness and accuracy of the underlying data within the Company’s billing system;
Testing, on a sample basis, credit notes issued to customers to determine if there is a history of modification;
Comparing the Company’s internally-generated reports to similar reports as provided by key customers to determine if any difference were within an acceptable range of variance; and
Confirming, on a sample basis, revenues directly with customers.

 

We have served as the Company’s auditor since 2010.

 

  /s/ DAVIDSON & COMPANY LLP
   
Vancouver, Canada Chartered Professional Accountants
April 25, 2024  

 

F-3

 

 

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

Consolidated Balance Sheets

 

 

         
As at December 31,  2023   2022 
Assets          
Current assets:          
Cash  $1,469,224   $2,363,530 
Accounts receivable, less allowance for doubtful accounts
$106,839 (2022 - $53,241) (Note 3)
   6,261,305    7,400,282 
Prepaid expenses (Note 4)   102,895    71,248 
Total Current Assets   7,833,424    9,835,060 
           
Equipment (Note 5)   29,234    33,522 
Goodwill (Note 7)   3,301,439    3,301,439 
Intangible assets (Note 6)   601,719    1,147,457 
Long term cash equivalent   23,847    22,310 
Operating lease right-of-use assets (Note 14)   6,781    36,529 
Security deposit   10,636    10,766 
           
Total Assets  $11,807,080   $14,387,083 
           
Liabilities and Stockholders’ Equity          
Current liabilities:          
Accounts payable  $3,834,082   $4,826,667 
Accrued liabilities   691,239    703,880 
Accounts payable and accrued liabilities - related party (Note 15)   79,852    80,874 
Derivative liability – warrants (Note 2i and 10)   -    51 
Government CEBA current loan (Note 9)   -    44,296 
Operating lease liabilities – current portion (Note 14)   7,605    32,116 
Total Current Liabilities   4,612,778    5,687,884 
           
Operating lease liabilities – non-current portion (Note 14)   -    7,440 
Total Liabilities   4,612,778    5,695,324 
           
Commitments (Note 12)   -    - 
           
Stockholders’ Equity (Note 10):          
Common stock, no par value, unlimited shares
authorized, 131,304,499 shares issued and outstanding
(December 31, 2022 - 131,347,999)
   51,167,693    50,664,887 
Treasury shares, nil shares (December 31, 2022 – 41,500)   -    (11,793)
Accumulated deficit   (43,997,971)   (41,985,915)
Accumulated other comprehensive income:
        
Foreign currency translation adjustment   24,580    24,580 
Total Stockholders’ Equity   7,194,302    8,691,759 
           
Total Liabilities and Stockholders’ Equity  $11,807,080   $14,387,083 

 

See accompanying notes to consolidated financial statements.

 

F-4

 

 

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

 

Consolidated Statements of Operations and Comprehensive (Loss) Income

 

 

Years ended December 31,  2023   2022   2021 
             
Revenue:               
Ad tech advertising revenue  $11,879,425   $14,425,918   $12,194,518 
Programmatic advertising revenue   1,223,392    361,394    58,507 
Content revenue   224,007    309,744    231,614 
Total revenue   13,326,824    15,097,056    12,484,639 
                
Cost of sales:   8,392,767    9,973,211    7,152,307 
Total cost of sales   8,392,767    9,973,211    7,152,307 
                
Gross profit   4,934,057    5,123,845    5,332,332 
                
Operating expenses:               
Amortization and expiration of operating lease right-of-use assets (Note 14)   29,748    28,935    40,851 
Depreciation and amortization (Notes 5 and 6)   558,740    557,267    565,540 
Directors fees   7,505    8,970    8,000 
General and administrative (Note 17)   673,654    760,936    604,882 
Provision for doubtful debts   84,952    -    - 
Salaries, wages, consultants and benefits   705,830    751,811    693,964 
Selling and marketing   1,268,218    1,039,713    641,393 
Stock awareness program (Note 18)   146,300    161,332    402,845 
Stock-based compensation (Note 10)   515,116    696,248    660,266 
Software technology development (Note 8)   2,999,079    2,496,877    1,678,848 
Total operating expenses   6,989,142    6,502,089    5,296,589 
                
(Loss) Income before other income (expense) and income taxes   (2,055,085)   (1,378,244)   35,743 
                
Other income (expense):               
Foreign exchange gain (loss)   1,139    (142,857)   (69,835)
Gain on derivative liability – warrants (Note 10(c))   51    23,314    60,207 
Interest and other income   1,049    185    241 
Gain on settlement of debt (Note 9)   14,812    -    - 
                
Net (loss) income before income taxes   (2,038,034)   (1,497,602)   26,356 
                
Provision for income taxes (Note 13)   25,978    (60,010)   (6,178)
Deferred taxation recovery (expense) (Note 13)   -    210,499    (210,499)
                
Net loss and comprehensive loss  $(2,012,056)  $(1,347,113)  $(190,321)
                
Basic and diluted loss per common share (Note 2)  $(0.02)  $(0.01)  $(0.00)
                
Weighted average common shares outstanding, basic (Note 2)   131,305,254    131,481,983    131,340,989 
Weighted average common shares outstanding, diluted (Note 2)   131,305,254    131,481,983    131,340,989 

 

See accompanying notes to consolidated financial statements.

 

F-5

 

 

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

 

Consolidated Statements of Stockholders’ Equity

 

Years ended December 31, 2023, 2022 and 2021

 

 

                         
   Common stock           Accumulated Other Comprehensive income     
   Shares   Amount   Treasury shares   Accumulated Deficit   Foreign currency translation adjustment   Total Stockholders’ Equity 
Balance, December 31, 2020   131,124,989   $49,094,096   $-   $(40,448,481)  $24,580   $8,670,195 
                               
Shares issued   230,000    179,293    -    -    -    179,293 
                               
Options exercised   70,000    31,264    -    -    -    31,264 
                               
Stock-based compensation   -    660,266    -    -    -    660,266 
                               
Net loss   -    -    -    (190,321)   -    (190,321)
Balance, December 31, 2021   131,424,989   $49,964,919   $-   $(40,638,802)  $24,580   $9,350,697 
                               
Shares issued   156,510    79,705    -    -    -    79,705 
                               
Repurchase of common shares   (233,500)   (75,985)   (11,793)   -    -    (87,778)
                               
Stock-based compensation   -    696,248    -    -    -    696,248 
                               
Net loss   -    -    -    (1,347,113)   -    (1,347,113)
Balance, December 31, 2022   131,347,999   $50,664,887   $(11,793)  $(41,985,915)  $24,580   $8,691,759 
                               
Repurchase of common shares   (43,500)   (12,310)   11,793    -    -    (517)
                               
Stock-based compensation   -    515,116    -    -    -    515,116 
                               
Net loss   -    -    -    (2,012,056)   -    (2,012,056)
Balance, December 31, 2023   131,304,499   $51,167,693   $-   $(43,997,971)  $24,580   $7,194,302 

 

See accompanying notes to consolidated financial statements.

 

F-6

 

 

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

 

Consolidated Statements of Cash Flows

 

 

             
Years ended December 31,  2023   2022   2021 
Cash flows from operating activities:               
Net (loss) income  $(2,012,056)  $(1,347,113)  $(190,321)
Adjustments to reconcile net income (loss) to net cash used in operating activities:               
Depreciation and amortization   558,740    557,267    565,540 
Amortization and expiration of operating lease right-of-use assets   29,748    28,935    40,851 
Gain on derivative liability – warrants   (51)   (23,314)   (60,207)
Gain on settlement of debt   (14,812)   -    - 
Provision for doubtful debts   84,952    -    - 
Shares issued for services   -    -    179,293 
Stock awareness program – warrants granted for services   -    -    83,572 
Deferred income tax expense   -    (210,499)   210,499 
Stock-based compensation   515,116    696,248    660,266 
Unrealized foreign exchange (income) loss   (1,407)   (1,052)   134 
                
Changes in operating assets and lia