Kidoz Inc 6-K, filed Nov 20, 2025
Kidoz Inc. (KDOZF)
About this 6-K
Kidoz Inc filed this 6-K on November 20, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2025
Commission
File Number:
(Translation of registrant’s name into English)
Pacific Centre:
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
| Form 20-F ☒ | Form 40-F ☐ |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes ☐ No ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
Exhibits:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| KIDOZ INC. | |||
| (Registrant) | |||
| Date : | November 20, 2025 | By: | /s/ J. M. Williams |
| J. M. WILLIAMS, | |||
| CEO | |||
Exhibit 99.1
Kidoz Inc.
and subsidiaries
Condensed Interim Consolidated Financial Statements
Unaudited
September 30, 2025
Kidoz Inc. and subsidiaries
MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING
The accompanying unaudited condensed interim consolidated financial statements of Kidoz Inc. are the responsibility of the management and Board of Directors of the Company.
The unaudited condensed interim consolidated financial statements have been prepared by management, on behalf of the Board of Directors, in accordance with the accounting policies disclosed in the notes to the financial statements. Where necessary, management has made informed judgments and estimates in accounting for transactions which were not complete at the statement of financial position date. In the opinion of management, the financial statements have been prepared within acceptable limits of materiality and are in accordance with the accounting principles generally accepted in the United States of America (“US GAAP”) applicable to interim financial information and with the rules and regulations of the United States Securities and Exchange Commission.
Management has established systems of internal control over the financial reporting process, which are designed to provide reasonable assurance that relevant and reliable financial information is produced.
The Board of Directors is responsible for reviewing and approving the financial statements together with other financial information of the Company and for ensuring that management fulfills its financial reporting responsibilities. An Audit Committee assists the Board of Directors in fulfilling this responsibility. The Audit Committee meets with management to review the financial reporting process and the unaudited condensed interim consolidated financial statements together with other financial information of the Company. The Audit Committee reports its findings to the Board of Directors for its consideration in approving the unaudited interim condensed consolidated financial statements together with other financial information of the Company for issuance to the shareholders.
Management recognizes its responsibility for conducting the Company’s affairs in compliance with established financial standards, and applicable laws and regulations, and for maintaining proper standards of conduct for its activities.
| /S/ J.M. Williams | /S/ H. W. Bromley | |
| J. M. Williams, | H.W. Bromley | |
| Chief Executive Officer | Chief Financial Officer |
| Page 1 |
Kidoz Inc. and subsidiaries
Unaudited Condensed Consolidated Interim Financial Statements
For Periods Ended September 30, 2025 and 2024
| Unaudited Condensed Interim Consolidated Financial Statements | |
| Consolidated Balance Sheets | 3 |
| Consolidated Statements of Operations and Comprehensive (Loss) Income | 4 |
| Consolidated Statements of Stockholders’ Equity | 5 |
| Consolidated Statements of Cash Flows | 6 |
| Notes to Consolidated Financial Statements | 7 |
| Page 2 |
Kidoz Inc. and subsidiaries
(Expressed in United States Dollars)
Unaudited Condensed Interim Consolidated Balance Sheets
(Unaudited)
| As at September 30, | September 30, 2025 | December 31, 2024 | ||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable,
less allowance for doubtful accounts $ | ||||||||
| Prepaid expenses | ||||||||
| Total Current Assets | ||||||||
| Equipment (Note 4) | ||||||||
| Goodwill (Note 6) | ||||||||
| Intangible assets (Note 5) | ||||||||
| Long term cash equivalent | ||||||||
| Security deposit | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued liabilities | ||||||||
| Accounts payable and accrued liabilities - related party (Note 11) | ||||||||
| Total Liabilities | ||||||||
| Commitments (Note 10) | ||||||||
| Stockholders’ Equity (Note 8): | ||||||||
| Common stock, | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income: | ||||||||
| Foreign currency translation adjustment | ||||||||
| Total Stockholders’ Equity | ||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
See accompanying notes to the unaudited condensed interim consolidated financial statements.
These unaudited condensed interim consolidated financial statements were authorized for issue by the Board of Directors on November 19, 2025. They are signed on the Company’s behalf by:
| Approved by the Board of Directors | /s/ Jason Williams | |
| J. Williams | ||
| CEO |
| Page 3 |
Kidoz Inc. and subsidiaries
(Expressed in United States Dollars)
Unaudited Condensed Interim Consolidated Statements of Operations and Comprehensive Loss
For Periods Ended September 30, 2025 and 2024
(Unaudited)
Nine Months ended September 30, 2025 | Nine Months ended September 30, 2024 | Three Months ended September 30, 2025 | Three Months ended September 30, 2024 | |||||||||||||
| Revenue: | $ | $ | $ | $ | ||||||||||||
| Cost of sales: | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| Amortization of operating lease right-of-use assets (Note 12) | ||||||||||||||||
| Depreciation and amortization (Notes 4 & 5) | ||||||||||||||||
| Directors fees (Note 13) | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Loss on disposal of equipment | ||||||||||||||||
| Provision for doubtful receivables | ||||||||||||||||
| Salaries, wages, consultants and benefits | ||||||||||||||||
| Selling and marketing (Note 13) | ||||||||||||||||
| Stock-based compensation (Note 9 & 13) | ||||||||||||||||
| Content and software development (Note 7) | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss before other income (expense) and income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense): | ||||||||||||||||
| Foreign exchange gain (loss) | ( | ) | ( | ) | ||||||||||||
| Interest and other income | ||||||||||||||||
| Loss before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax recovery (expense) | ||||||||||||||||
| Net loss and comprehensive loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Basic and diluted loss per common share | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted average common shares outstanding, basic | ||||||||||||||||
| Weighted average common shares outstanding, diluted | ||||||||||||||||
See accompanying notes to the Unaudited Condensed Interim Consolidated Financial Statements.
| Page 4 |
Kidoz Inc. and subsidiaries
(Expressed in United States Dollars)
Unaudited Condensed Interim Consolidated Statements of Stockholders’ Equity
For the periods ended September 30, 2025 and 2024
(Unaudited)
| Shares | Amount | Accumulated Deficit | Foreign currency translation adjustment | Total Stockholders’ Equity | ||||||||||||||||
| Nine-Month period Ended September 30, 2025 | ||||||||||||||||||||
| Common stock | Accumulated Other Comprehensive income | |||||||||||||||||||
| Shares | Amount | Accumulated Deficit | Foreign currency translation adjustment | Total Stockholders’ Equity | ||||||||||||||||
| Balance, December 31, 2024 | $ | ($ | ) | $ | $ | |||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||
| Net income (loss) and comprehensive Income (loss) | - | |||||||||||||||||||
| Balance, March 31, 2025 | $ | ($ | ) | $ | $ | |||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||
| Net loss and comprehensive loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance, June 30, 2025 | $ | ($ | ) | $ | ||||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||
| Net loss and comprehensive loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance, September 30, 2025 | $ | ($ | ) | $ | ||||||||||||||||
| Three-Month period Ended September 30, 2024 | ||||||||||||||||||||
| Common stock | Accumulated Other Comprehensive income | |||||||||||||||||||
| Shares | Amount | Accumulated Deficit | Foreign currency translation adjustment | Total Stockholders’ Equity | ||||||||||||||||
| Balance, December 31, 2023 | $ | ($ | ) | $ | $ | |||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||
| Net loss and comprehensive loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance, March 31, 2024 | $ | ($ | ) | $ | $ | |||||||||||||||
| Balance | $ | ($ | ) | $ | $ | |||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||
| Net loss and comprehensive loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance, June 30, 2024 | $ | ($ | ) | $ | $ | |||||||||||||||
| Balance | $ | ($ | ) | $ | $ | |||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||
| Net loss and comprehensive loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance, September 30, 2024 | $ | ($ | ) | $ | $ | |||||||||||||||
| Balance | $ | ($ | ) | $ | $ | |||||||||||||||
See accompanying notes to the Unaudited Condensed Interim Consolidated Financial Statements.
| Page 5 |
Kidoz Inc. and subsidiaries
(Expressed in United States Dollars)
Unaudited Condensed Interim Consolidated Statements of Cash Flows
For the Nine month period ended September 30, 2025 and 2024
(Unaudited)
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Amortization of operating lease right-of-use assets | ||||||||
| Loss on disposal of equipment | ||||||||
| Provision for doubtful receivables | ||||||||
| Stock-based compensation | ||||||||
| Unrealized foreign exchange loss | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ||||||||
| Prepaid expenses | ( | ) | ||||||
| Accounts payable and accrued liabilities | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Acquisition of equipment | ( | ) | ( | ) | ||||
| Security deposits | ( | ) | ||||||
| Long-term cash equivalent | ||||||||
| Net cash (used in) provided by investing activities | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||
| Payments on operating lease liabilities | ( | ) | ||||||
| Net cash used in financing activities | ( | ) | ||||||
| Change in cash | ( | ) | ( | ) | ||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| Supplementary information: | ||||||||
| Interest paid | $ | $ | ||||||
| Income taxes paid | $ | $ | ||||||
See accompanying notes to the Unaudited Condensed Interim Consolidated Financial Statements.
| Page 6 |
| KIDOZ INC. and subsidiaries |
| (Expressed in United States Dollars) |
| Notes to Unaudited Condensed Interim Consolidated Financial Statements |
| Nine Months ended September 30, 2025 and 2024 |
| (Unaudited) |
| 1. | Basis of Presentation: |
The accompanying unaudited condensed interim consolidated financial statements have been prepared by Kidoz Inc. (“the Company”) in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) applicable to interim financial information and with the rules and regulations of the United States Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed, or omitted, pursuant to such rules and regulations. In the opinion of management, the unaudited condensed interim consolidated financial statements include all adjustments necessary for the fair presentation of the results of the interim periods presented. All adjustments are of a normal recurring nature, except as otherwise noted below. These unaudited interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto filed April 24, 2025 for the year ended December 31, 2024, included in the Company’s Annual Financial Statements and Management’s Discussion and Analysis filed with the TSX Venture Exchange on SEDAR and the Annual Report on Form 20-F, filed with the Securities and Exchange Commission. The results of operations for the interim periods are not necessarily indicative of the results of operations for any other interim period or for a full fiscal year.
Continuing operations
These unaudited condensed interim consolidated financial statements have been prepared assuming the realization of assets and the settlement of liabilities in the normal course of operations. The Company expects to continue to generate sufficient cash flows to fund continued operations for the next 12 months, or, in the absence of adequate cash flows from operations, obtaining additional financing.
Management continues to review operations in order to identify additional strategies designed to generate cash flow, improve the Company’s financial position, and enable the timely discharge of the Company’s obligations.
| 2. | Summary of significant accounting policies: |
| (a) | Basis of presentation: |
These unaudited condensed interim consolidated financial statements have been prepared 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 and the TSX Venture Exchange.
The financial statements include the accounts of the Company’s subsidiaries:
Schedule of Consolidation of Subsidiaries
| Company | Registered | % Owned | ||
| Shoal Media (Canada) Inc. | British Columbia, Canada | |||
| Kidoz Ltd. | Israel | |||
| Prado Media Ltd. | British Columbia, Canada | |||
| Shoal Media Inc. | Anguilla | |||
| Shoal Media (UK) Ltd. | United Kingdom |
| Page 7 |
| KIDOZ INC. and subsidiaries |
| (Expressed in United States Dollars) |
| Notes to Unaudited Condensed Interim Consolidated Financial Statements |
| Nine Months ended September 30, 2025 and 2024 |
| (Unaudited) |
|
2. |
Summary of significant accounting policies (Continued): |
| (a) | Basis of presentation: (Continued) |
During the year ended December 31, 2024, Rooplay Media Kenya Limited was discontinued.
In addition, there are the following dormant subsidiaries; Bingo.com (Antigua) Inc., Bingo.com (Wyoming) Inc., and Bingo Acquisition Corp.
All inter-company balances and transactions have been eliminated in the consolidated financial statements.
| (b) | Use of estimates: |
The preparation of unaudited condensed interim consolidated financial statements in conformity with US GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and recognized revenues and expenses for the reporting periods.
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, the inputs used in assessing goodwill impairment, and the derivative liability – warrants valuation. Actual results may differ significantly from these estimates.
| (c) | Revenue recognition: |
In accordance with ASC 606, Revenue from Contracts with Customers, revenue is recognized when a customer obtains control of promised services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these services.
We derive substantially all of our revenue from the sale of Ad tech advertising revenue. The content revenue is less than 10% of the total revenue.
To achieve this core principle, the Company applied the following five steps:
1) Identify the contract with a customer
A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the services to be transferred, whose impression count will form the basis of the revenue and identifies the payment terms related to these services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer.
| Page 8 |
| KIDOZ INC. and subsidiaries |
| (Expressed in United States Dollars) |
| Notes to Unaudited Condensed Interim Consolidated Financial Statements |
| Nine Months ended September 30, 2025 and 2024 |
| (Unaudited) |
| 2. | Summary of significant accounting policies (Continued): |
| (c) | Revenue recognition: (Continued) |
2) Identify the performance obligations in the contract
Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised services, the Company must apply judgment to determine whether promised services are capable of being distinct and distinct in the context of the contract. If these criteria are not met the promised services are accounted for as a combined performance obligation.
3) Determine the transaction price
The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring services to the customer. None of the Company’s contracts contain financing or variable consideration components.
4) Allocate the transaction price to performance obligations in the contract
If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis. The Company determines standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations.
5) Recognize revenue when or as the Company satisfies a performance obligation
The Company satisfies performance obligations at a point in time as discussed in further detail under “Disaggregation of Revenue” below. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer.
Disaggregation of Revenue
All of the Company’s performance obligations, and associated revenue, are generally transferred to customers at a point in time. The Company has the following revenue streams:
1) Ad tech advertising revenue - The pricing and terms for all our in-game advertising arrangements are mostly governed by insertion order which generally stipulates the payment terms, the duration (usually short term in nature), the number of advertising units delivered (e.g. impressions, completed views, or cost per install) and the contractually agreed upon price per advertising unit.
| Page 9 |
| KIDOZ INC. and subsidiaries |
| (Expressed in United States Dollars) |
| Notes to Unaudited Condensed Interim Consolidated Financial Statements |
| Nine Months ended September 30, 2025 and 2024 |
| (Unaudited) |
| 2. | Summary of significant accounting policies (Continued): |
| (c) | Revenue recognition: (Continued) |
The Company has concluded that the delivery of the Ad tech advertising is delivered at a point in time and, as such, has concluded these deliveries are a single performance obligation. The Company invoices fees which are generally variable based on the arrangement, which would typically include the number of impressions delivered at a specified price per application. For impressions delivered, revenue is recognized in the month in which the Company delivers the application to the end consumer or the month when the campaign ends.
2) Programmatic revenue - The Company generally offers these services under a programmatic bid on a Cost-per-Impression (CPM) basis. Our customers upload their advertisements into a demand side platform which then connects to our Publisher Software Development Kit (“SDK”) through an exchange platform and on a bid system agree on the CPM rate and the impressions to be served.
The Company has concluded that the delivery of the Programmatic advertising is delivered at the earlier of month end or at a point in time and, as such, has concluded these deliveries are a single performance obligation. The Company is deemed to be the principal in the transaction and therefore recognizes the revenue on a gross basis and commissions are recognized as cost of sales. The Company invoices fees which are generally variable based on the arrangement, which would typically include the number of impressions delivered at a specified price per application. For impressions delivered, revenue is recognized in the month in which the Company delivers the application to the end consumer or the month when the campaign ends.
3) Content revenue – The Company recognizes content revenue on the following forms of revenue:
a) Carriers and Original Equipment Manufacturer (“OEMs”) - The Company generally offers these services under a customer contract per tablet device license fee model with OEMs. Monthly or quarterly license fees are based on the OEM agreement with the number of devices the Kidoz Kid Mode is installed upon.
b) Rooplay - The Company generates revenue through subscriptions or premium sales of Rooplay, (www.rooplay.com) the cloud-based EduGame system for kids to learn and play within its games on smartphones and tablet devices, such as Apple’s iPhone and iPad, and mobile devices utilizing Google’s Android operating system. The revenue is recognized net of platform fees.
c) Rooplay licensing - The Company licenses its branded educational games under a monthly cost per game agreement license fee model. Monthly license fees are based on the number of games licensed.
| Page 10 |
| KIDOZ INC. and subsidiaries |
| (Expressed in United States Dollars) |
| Notes to Unaudited Condensed Interim Consolidated Financial Statements |
| Nine Months ended September 30, 2025 and 2024 |
| (Unaudited) |
| 2. | Summary of significant accounting policies (Continued): |
| (c) | Revenue recognition: (Continued) |
The Company has identified the following performance obligations in these contracts:
i. Ongoing game related services such as hosting of game play, storage of customer content, when and if available content updates, maintaining the virtual currency management engine, tracking gameplay statistics, matchmaking as it relates to multiple player gameplay, etc.
ii. Obligation to the paying player to continue displaying and providing access to the virtual items within the game.
Neither of these obligations are considered distinct since the actual mobile game and the related ongoing services are both required to purchase and benefit from the related virtual items. As such, the Company’s performance obligations represent a single combined performance obligation which is to make the game and the ongoing game related services available to the players. The revenue is recognized net of platform fees.
| (d) | Software Technology Development Costs: |
The Company expenses all software development costs as incurred for the period ended September 30, 2025 and 2024. As at September 30, 2025, and December 31, 2024, all capitalized software development costs have been fully amortized and the Company has no capitalized software development costs.
Total
software development costs were $
| (e) | Impairment of long-lived assets and long-lived assets to be disposed of: |
If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount and the fair value less costs to sell.
| (f) | Intangible assets: |
The Company identified the following intangible assets in the acquisition of Kidoz Ltd. Finite life intangible assets are recorded at historical cost less accumulated amortization based on their estimated useful life and any impairment is determined in accordance with ASC 360. The Company does not have any indefinite life intangible assets. Amortization is provided for annually on the straight-line method over the following periods:
Schedule of Finite-Lived Intangible Assets, Amortization Period
| Amortization period | ||
| Ad Tech technology | ||
| Kidoz OS technology | ||
| Customer relationships |
The Company reviews intangible assets subject to amortization quarterly to determine if any adverse conditions exist or a change in circumstances has occurred that would indicate
| Page 11 |
| KIDOZ INC. and subsidiaries |
| (Expressed in United States Dollars) |
| Notes to Unaudited Condensed Interim Consolidated Financial Statements |
| Nine Months ended September 30, 2025 and 2024 |
| (Unaudited) |
| 2. | Summary of significant accounting policies (Continued): |
| (f) | Intangible assets: (Continued) |
impairment or a change in the remaining useful life. If an impairment indicator exists, we test the intangible asset for recoverability. For purposes of the recoverability test, amortizable intangible assets are grouped with other assets and liabilities at the lowest level of identifiable cash flows if the intangible asset does not generate cash flows independent of other assets and liabilities. If the carrying value of the asset group exceeds the undiscounted cash flows expected to result from the use and eventual disposition of the asset group, the Company will write the carrying value down to the fair value in the period identified.
| (g) | Goodwill: |
The Company accounts for goodwill in accordance with the provisions of ASC 350, Intangibles-Goodwill and Others. Goodwill is the excess of the purchase price over the fair value of identifiable assets acquired, less liabilities assumed, in a business combination. The Company reviews goodwill for impairment. Goodwill is not amortized but is evaluated for impairment at least annually or whenever events or changes in circumstances indicate that it is more likely than not that the carrying amount may not be recoverable.
The goodwill impairment test is used to identify both the existence of impairment and the amount of impairment loss and compares the fair value of a reporting unit with its carrying amount and is based on discounted future cash flows, based on market multiples applied to free cash flow. The determination of the fair value of our reporting units requires management to make significant estimates and assumptions including the selection of control premiums, discount rates, terminal growth rates, forecasts of revenue and expense growth rates, income tax rates, changes in working capital, depreciation, amortization and capital expenditures. Changes in assumptions concerning future financial results, exogenous market conditions, or other underlying assumptions could have a significant impact on either the fair value of the reporting unit or the amount of the goodwill impairment charge. If the carrying value of the reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit.
During
the year ended December 31, 2024, there was
| (h) | New accounting pronouncements and changes in accounting policies: |
On December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topics 740): Improvements to Income Tax Disclosures” to expand the disclosure requirements for income taxes, primarily related to the rate reconciliation and income taxes paid. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. Management is currently evaluating this ASU to determine its impact on the Company’s disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income
| Page 12 |
| KIDOZ INC. and subsidiaries |
| (Expressed in United States Dollars) |
| Notes to Unaudited Condensed Interim Consolidated Financial Statements |
| Nine Months ended September 30, 2025 and 2024 |
| (Unaudited) |
| 2. | Summary of significant accounting policies (Continued): |
| (h) | New accounting pronouncements and changes in accounting policies: |
Statement Expenses. The new standard requires entities to disclose additional information about certain expenses, such as purchases of inventory, employee compensation, depreciation, intangible asset amortization, as well as selling expenses included in commonly presented expense captions on the income statement. The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Companies have the option to apply this guidance either on a retrospective or prospective basis, and early adoption is permitted. The company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements and related disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, to simplify and modernize the accounting for internal-use software costs. The amendments remove references to prescriptive software development stages and clarify that capitalization of eligible software development costs begins when management authorizes and commits to funding the project and it is probable the project will be completed, and the software will be used as intended. The amendments in this update are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual periods. Early adoption is permitted, and the guidance may be applied prospectively, retrospectively, or using a modified approach for in-process projects. The Company is evaluating the impact this guidance will have on the consolidated financial statements and related disclosures.
The Company has evaluated all the recently issued, but not yet effective, accounting standards that have been issued or proposed by the Financial Accounting Standards Board or other standards-setting bodies through the filing date of these consolidated financial statements and does not believe the future adoption of any such pronouncements will have a material impact on its consolidated financial statements.
| (i) | Financial instruments and fair value measurements: |
(i) Fair values:
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on measurement date. The Company classifies assets and liabilities recorded at fair value under the fair value hierarchy based upon the observability of inputs used in valuation techniques. Observable inputs (highest level) reflect market data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed market assumptions. The fair value measurements are classified under the following hierarchy:
| Page 13 |
| KIDOZ INC. and subsidiaries |
| (Expressed in United States Dollars) |
| Notes to Unaudited Condensed Interim Consolidated Financial Statements |
| Nine Months ended September 30, 2025 and 2024 |
| (Unaudited) |
| 2. | Summary of significant accounting policies (Continued): |
| (i) | Financial instruments and fair value measurements: (Continued) |
(i) Fair values: (Continued)
Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets and liabilities in active markets;
Level 2—Observable inputs, other than quoted market prices, that are either directly or indirectly observable in the marketplace for identical or similar assets and liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets and liabilities; and
Level 3—Unobservable inputs that are supported by little or no market activity that are significant to the fair value of assets or liabilities.
When available, we use quoted market prices to determine fair value, and we classify such measurements within Level 1. In some cases where market prices are not available, we make use
of observable market-based inputs to calculate fair value, in which case the measurements are classified within Level 2. If quoted or observable market prices are not available, fair value is based upon valuations in which one or more significant inputs are unobservable, including internally developed models that use, where possible, current market-based parameters such as interest rates, yield curves and currency rates. These measurements are classified within Level 3.
Fair value measurements are classified according to the lowest level input or value-driver that is significant to the valuation. A measurement may therefore be classified within Level 3 even though there may be significant inputs that are readily observable.
Fair value measurement includes the consideration of nonperformance risk. Nonperformance risk refers to the risk that an obligation (either by a counterparty) will not be fulfilled. For financial assets traded in an active market (Level 1 and certain Level 2), the nonperformance risk is included in the market price. For certain other financial assets and liabilities (certain Level 2 and Level 3), our fair value calculations have been adjusted accordingly.
The fair value of accounts receivable, accounts payable, accrued liabilities, and accounts payable, and accrued liabilities - related party approximate their financial statement carrying amounts due to the short-term maturities of these instruments and are therefore carried at their historical cost basis.
Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and included situations where there is little, if any, market activity for the asset. Stock-based compensation and derivative liability – warrants were measured using Level 2 inputs. Goodwill impairment was measured using Level 3 inputs.
| Page 14 |
| KIDOZ INC. and subsidiaries |
| (Expressed in United States Dollars) |
| Notes to Unaudited Condensed Interim Consolidated Financial Statements |
| Nine Months ended September 30, 2025 and 2024 |
| (Unaudited) |
| 2. | Summary of significant accounting policies (Continued): |
| (i) | Financial instruments and fair value measurements: (Continued) |
(ii) Foreign currency risk:
The Company operates internationally, which gives rise to the risk that cash flows may be adversely impacted by exchange rate fluctuations. The Company has not entered into any forward exchange contracts or other derivative instrument to hedge against foreign exchange risk.
| 3. | Accounts Receivable: |
The accounts receivable as at September 30, 2025, is summarized as follows:
Schedule of Accounts Receivable
| September 30, 2025 | December 31, 2024 | |||||||
| Accounts receivable | $ | $ | ||||||
| Provision for doubtful accounts | ( | ) | ( | ) | ||||
| Net accounts receivable | $ | $ | ||||||
The
Company has a doubtful debt provision of $
| 4. | Equipment: |
Schedule of Equipment
| Cost | Accumulated depreciation | Net book Value | ||||||||||
| September 30, 2025 | Cost | Accumulated depreciation | Net
book Value | |||||||||
| Equipment and computers | $ | $ | $ | |||||||||
| Furniture and fixtures | ||||||||||||
| Equipment total | $ | $ | $ | |||||||||
| December 31, 2024 | Cost | Accumulated depreciation | Net
book Value | |||||||||
| Equipment and computers | $ | $ | $ | |||||||||
| Furniture and fixtures | ||||||||||||
| Equipment total | $ | $ | $ | |||||||||
Depreciation
expense was $
| 5. | Intangible assets: |
Schedule of Intangible Assets
| Cost | Accumulated depreciation | Net book Value | ||||||||||
| September 30, 2025 | Cost | Accumulated amortization | Net
book Value | |||||||||
| Ad Tech technology | $ | $ | $ | |||||||||
| Customer relationship | ||||||||||||
| Intangible assets total | $ | $ | $ | |||||||||
| Page 15 |
| KIDOZ INC. and subsidiaries |
| (Expressed in United States Dollars) |
| Notes to Unaudited Condensed Interim Consolidated Financial Statements |
| Nine Months ended September 30, 2025 and 2024 |
| (Unaudited) |
| 5. | Intangible assets: (Continued) |
| December 31, 2024 | Cost | Accumulated amortization | Net
book Value | |||||||||
| Ad Tech technology | $ | $ | $ | |||||||||
| Customer relationship | ||||||||||||
| Intangible assets total | $ | $ | $ | |||||||||
Amortization
expense was $
| 6. | Goodwill: |
The
Company has a goodwill balance of $
The
Company’s annual goodwill impairment analysis performed during the fourth quarter of fiscal 2024 included a quantitative analysis
of the Kidoz Ltd. reporting unit (consisting of intangible assets (Note 5), and goodwill). The reporting unit has a carrying amount of
$
| 7. | Software technology development costs: |
The Company develops software technology for our business. This software technology includes the continued development of the KIDOZ Safe Ad Network, the KIDOZ Kid-Mode Operating System, the KIDOZ publisher SDK and the Prado publisher SDK.
During the three month period ended September 30, 2025, the Company has expensed the development costs of all products as incurred and has expensed the following development costs.
Schedule of Expense of Development Costs
Nine Months ended September 30, 2025 | Nine Months ended September 30, 2024 | Three Months ended September 30, 2025 | Three Months ended September 30, 2024 | |||||||||||||
| Opening total software development costs | $ | $ | $ | $ | ||||||||||||
| Software development during the period | ||||||||||||||||
| Closing total Software development costs | $ | $ | $ | $ | ||||||||||||
| Page 16 |
| KIDOZ INC. and subsidiaries |
| (Expressed in United States Dollars) |
| Notes to Unaudited Condensed Interim Consolidated Financial Statements |
| Nine Months ended September 30, 2025 and 2024 |
| (Unaudited) |
| 8. | Stockholders’ Equity: |
The holders of common stock are entitled to one vote for each share held. There are no restrictions that limit the Company’s ability to pay dividends on its common stock. The Company has not declared any dividends since incorporation. The Company’s common stock has no par value per common stock and there is only one class of common shares. The Company has an unlimited number of common shares authorized for issue.
(a) Common stock issuances:
There were stock issuances during the quarter ended September 30, 2025 and 2024.
(b) Stock option plans:
2015 stock option plan
In the year ended December 31, 2015, the shareholders approved the 2015 stock option plan. The 2015 stock option plan as amended in November 2020, is intended to provide incentive to employees, directors, advisors and consultants of the Company to encourage proprietary interest in the Company, to encourage such employees to remain in the employ of the Company or such directors, advisors and consultants to remain in the service of the Company, and to attract new employees, directors, advisors and consultants with outstanding qualifications.
During the year ended December 31, 2024, a new 10% “rolling” stock option plan (the “2024 Stock Option Plan”) that complies with the updated TSX Policy 4.4 was approved by the TSX-V, the Board of Directors and the Company’s shareholders. The 2024 Stock Option Plan will replace 2015 Stock Option Plan. Options granted under the 2015 Stock Option Plan will continue to be governed by the 2015 Stock Option Plan. The 2015 Stock Option plan will continue to exist until the stock options granted under the 2015 Stock Option are exercised, cancelled or expire. All new stock option grants will be made under the 2024 Stock Option Plan.
During the quarter ended September 30, 2025, options were granted to employees and consultants with an exercise price of CAD$ ($) where % vests per month. options of these options were granted to directors and officers of the Company. During the quarter ended September 30, 2025, options were cancelled.
During the period ended March 31, 2024, options were granted to employees and consultants with an exercise price of CAD$ ($) where % vests per month. options of these options were granted to directors and officers of the Company.
| Page 17 |
| KIDOZ INC. and subsidiaries |
| (Expressed in United States Dollars) |
| Notes to Unaudited Condensed Interim Consolidated Financial Statements |
| Nine Months ended September 30, 2025 and 2024 |
| (Unaudited) |
| 8. | Stockholders’ Equity: (Continued) |
Schedule of Share Based Payment Arrangement Option Activity
| Number of options | Weighted average exercise price | |||||||
| Outstanding December 31, 2023 | $ | |||||||
| Granted | ||||||||
| Cancelled | ( | ) | ( | ) | ||||
| Outstanding December 31, 2024 | $ | |||||||
| Cancelled | ( | ) | ( | ) | ||||
| Expired | ( | ) | ( | ) | ||||
| Granted | ||||||||
| Outstanding September 30, 2025 | $ | |||||||
The aggregate intrinsic value for options as of September 30, 2025 was $ (December 31, 2024 - $).
Schedule of Share Based Payment Arrangement Option Exercise Price Range
| Exercise prices per share | Number outstanding | Number exercisable | Expiry date | |||||||
| CAD$ | ||||||||||
| CAD$ | ||||||||||
| CAD$ | ||||||||||
| CAD$ | ||||||||||
| CAD$ | ||||||||||
| CAD$ | ||||||||||
| CAD$ | ||||||||||
During the quarter ended September 30, 2025, the Company recorded stock-based compensation of $ on the options granted and vested (September 30, 2024 – $) and as per the Black-Scholes option-pricing model, with a weighted average fair value per option grant of $ (September 30, 2024 - $).
| (c) | The Equity Awards Plan: |
During the quarter ended June 30, 2025 the Company initiated The Equity Awards Plan to complement the 2024 Stock Option Plan as an integral part of the Companies overall compensation plan.
The Equity Awards Plan is a fixed 10% plan under which the Company may issue such number of security-based compensation (other than options) up to 10% of the issued and outstanding shares as of the date the Equity Awards Plan is implemented.
| Page 18 |
| KIDOZ INC. and subsidiaries |
| (Expressed in United States Dollars) |
| Notes to Unaudited Condensed Interim Consolidated Financial Statements |
| Nine Months ended September 30, 2025 and 2024 |
| (Unaudited) |
| 8. | Stockholders’ Equity: (Continued) |
| (c) | The Equity Awards Plan: |
| 9. | Fair value measurement: |
Except for derivative liability – warrant that was measured at level 3 inputs in the three-tier fair value hierarchy, the Company does not have any other financial instruments that are subsequently measured at fair value.
| 10. | Commitments: |
The Company leases office facilities in Netanya, Israel. This office facility is leased under operating lease agreements.
During the year ended December 31, 2020, the Company signed a five-year lease for a facility in Vancouver, Canada, commencing April 1, 2020 and ending March 2024. During the year ended December 31, 2024, the lease on the Vancouver office expired and was not renewed. The Company previously accounted for the lease in accordance with ASU 2016-02 (Topic 842) and recognized a right-of-use asset and operating lease liability.
During the quarter ended September 30, 2025, the Netanya, Israel operating lease was amended for a smaller office within the same building. The lease was extended for a further 12 months. The renewal of this lease is uncertain, hence the Company has accounted for this lease as a short-term lease.
Minimum lease payments under these leases are approximately as follows:
Schedule of Minimum Lease Payments
| 2025 | $ | |||
| 2026 | $ |
The
Company paid rent expense totaling $
| Page 19 |
| KIDOZ INC. and subsidiaries |
| (Expressed in United States Dollars) |
| Notes to Unaudited Condensed Interim Consolidated Financial Statements |
| Nine Months ended September 30, 2025 and 2024 |
| (Unaudited) |
| 10. | Commitments: (Continued) |
The Company has the following management consulting agreements with related parties.
Schedule of Consulting Agreement with Related Parties
| Company | Person | Role | Annual amount | |||||
| T.M. Williams (ROW), Inc. | T. M. Williams | Chairman | $ | |||||
| Bromley Accounting Services Ltd. | H. W. Bromley | CFO | $ | |||||
| Farcast Operations Inc. | T. H. Williams | VP Product | CAD$ | |||||
As at September 30, 2025, the Company had a number of renewable license commitments with large brands, including, Mr. Men and Little Miss. These agreements have commitments to pay royalties on the revenue from the licenses subject to the minimum guarantee payments. As at As at September 30, 2025, there were no further minimum guarantee payments commitments.
The
Company expensed the minimum guarantee payments over the life of the agreement and recognized license expense of $
| 11. | Related party transactions: |
For the quarter ended September 30, 2025, the Company has the following related party transactions:
Schedule of Related Party Transactions
Nine Months ended September 30, 2025 | Nine Months ended September 30, 2024 | Three Months ended September 30, 2025 | Three Months ended September 30, 2024 | |||||||||||||
| Directors fees | $ | $ | $ | $ | ||||||||||||
| Salaries, wages, consultants and benefits | ||||||||||||||||
| Selling and marketing | ||||||||||||||||
| Stock-based compensation (Note 9) | ||||||||||||||||
| Software technology development (Note 7) | ||||||||||||||||
| Closing balance for the period | $ | $ | $ | $ | ||||||||||||
The
Company has liabilities of $
During the period ended September 30, 2025, the Company granted options with an exercise price of CAD$ ($) to current directors and officers of the Company.
The related party transactions are in the normal course of operations, including bonuses, and were measured at the currency exchange amount, which is the amount of consideration established and agreed to by the related parties.
| Page 20 |
| KIDOZ INC. and subsidiaries |
| (Expressed in United States Dollars) |
| Notes to Unaudited Condensed Interim Consolidated Financial Statements |
| Nine Months ended September 30, 2025 and 2024 |
| (Unaudited) |
| 12. | Segmented information: |
In
accordance with ASC 280-10-50-11 Segmented Disclosure, the Company operates
Reconciliation to net income:
Schedule of Reconciliation Segmented Information
Nine Months ended September 30, 2025 | Nine Months ended September 30, 2024 | Three Months ended September 30, 2025 | Three Months ended September 30, 2024 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of revenue | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Segment operating expenses | ||||||||||||||||
| Total operating (loss) income | ( | ) | ||||||||||||||
| Unallocated expenses | ||||||||||||||||
| Amortization and expiration of Operating lease right-of-use assets | ||||||||||||||||
| Depreciation | ||||||||||||||||
| Foreign exchange (gain) loss | ( | ) | ( | ) | ||||||||||||
| Interest and other income | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss on disposal of equipment | ||||||||||||||||
| Stock-based compensation | ||||||||||||||||
| Net loss before income taxes | $ | ( | ) | ( | ) | ( | ) | ( | ) | |||||||
The Company had the following revenue by geographical region based on impression served.
Schedule of Revenue By Geographical Region
Nine Months ended September 30, 2025 | Nine Months ended September 30, 2024 | Three Months ended September 30, 2025 | Three Months ended September 30, 2024 | |||||||||||||
| Total revenue | ||||||||||||||||
| Western Europe | $ | $ | $ | $ | ||||||||||||
| Central, Eastern and Southern Europe | ||||||||||||||||
| North America | ||||||||||||||||
| Rest of World | ||||||||||||||||
| Total revenue | $ | $ | $ | $ | ||||||||||||
| Page 21 |
| KIDOZ INC. and subsidiaries |
| (Expressed in United States Dollars) |
| Notes to Unaudited Condensed Interim Consolidated Financial Statements |
| Nine Months ended September 30, 2025 and 2024 |
| (Unaudited) |
| 12. | Segmented information: (Continued) |
Equipment
The Company’s equipment is located as follows:
Schedule of Equipment Geographical Region
| Net Book Value | September 30, 2025 | December 31, 2024 | ||||||
| Canada | $ | $ | ||||||
| Israel | ||||||||
| United Kingdom | ||||||||
| Total equipment | $ | $ | ||||||
| 13. | Concentrations: |
Major customers
During
the quarter ended September 30, 2025 and 2024, the Company sold Ad tech revenue; sold subscriptions on its site Rooplay; and premium
purchases of Rooplay Originals. During the quarter ended September 30, 2025, the Company had revenues of $
| 14. | Concentrations of credit risk: |
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable. The Company places its cash and cash equivalents with high quality financial institutions and limits the amount of credit exposure with any one institution.
The
Company currently maintains a substantial portion of its day-to-day operating cash and long-term cash equivalents balances at financial
institutions. At September 30, 2025, the Company had total cash of $
The Company has concentrations of credit risk with respect to accounts receivable, the majority of its accounts receivable are concentrated geographically in the United States amongst a small number of customers.
As
of September 30, 2025, the Company had two customers, totaling $
The Company controls credit risk through monitoring procedures and receiving prepayments of cash for services rendered. The Company performs credit evaluations of its customers but generally does not require collateral to secure accounts receivable.
| Page 22 |
EXHIBIT 99.2
Kidoz Inc.
and subsidiaries
Management’s Discussion and Analysis
For the three and nine months ended September 30, 2025
(Expressed on United States Dollars, unless otherwise noted)
Pacific Centre
Suite 1500
701 West Georgia Street
Vancouver, British Columbia
V7Y 1C6
Canada
Tel : +1 888-374-2163
www.kidoz.net
| KIDOZ INC. and subsidiaries | |
| Management’s Discussion and Analysis | |
| Nine Months ended September 30, 2025 and 2024 |
TABLE OF CONTENTS
| KIDOZ INC. and subsidiaries | |
| Management’s Discussion and Analysis | |
| Nine Months ended September 30, 2025 and 2024 |
This Management’s Discussion and Analysis (“MD&A”) of Kidoz Inc. and its subsidiaries (the “Company”) constitutes management’s review of the financial condition and results of operations for the three months ended September 30, 2025 and 2024. This MD&A should be read in conjunction with the Company’s unaudited condensed interim consolidated financial statements for the quarter ended September 30, 2025 and 2024, prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).
This MD&A takes into account all material events that took place up until November 19, 2025, the date on which the Company’s Board of Directors approved this MD&A. Unless otherwise noted, all figures are in U.S. dollars, the presentation and functional currency of the Company. In the opinion of management, all adjustments (which consist only of normal recurring adjustments) considered necessary for a fair presentation have been included. The results presented for the quarter ended September 30, 2025, are not necessarily indicative of the results that may be expected for any future period.
The Condensed unaudited Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated on consolidation.
Additional information regarding the Company is available on SEDAR+ at www.sedarplus.com and on the Company’s website at www.kidoz.net.
This MD&A 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 MD&A 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 |
| KIDOZ INC. and subsidiaries | |
| Management’s Discussion and Analysis | |
| Nine Months ended September 30, 2025 and 2024 |
Kidoz Inc. (TSXV:KDOZ) is a leading Children’s Online Privacy Protection Act (“COPPA”) and General Data Protection Regulation for children (“GDPR-K”) compliant mobile advertising network, dedicated to providing safe, contextual advertising experiences for kids, teens, and families. Google certified and Apple approved, Kidoz has become the trusted partner of the world’s largest brands, including Mattel, Lego, and Disney, helping them engage young audiences across thousands of popular mobile apps in a secure and privacy-forward manner.
At the heart of our solution is the Kidoz Safe Ad Network and Software Development Kit (“SDK”), integrated into thousands of apps worldwide. Unlike traditional digital advertising platforms, Kidoz never collects location data or Personally Identifiable Information (“PII”). Instead, we leverage advanced contextual targeting to deliver relevant, high-performance campaigns without compromising user privacy. This approach has positioned Kidoz as the market leader in the growing segment of contextual mobile advertising.
In Q3 2025 we continued to expand our global publisher base, and increased advertiser budgets allocated to our platform. Our ongoing investments in proprietary technology, including supply path optimization, Kite IQ, and the Kidoz Privacy Shield, have further enhanced our ability to deliver safe, efficient, and effective campaigns for our brand partners. This leadership has strengthened our network’s reputation as the go-to destination for compliant mobile advertising solutions.
Kidoz is also expanding beyond its core kids’ audience. Prado, our wholly owned division, enables brands to reach the broader family demographic, including teens and parents. Launched in 2023, Prado’s high-performance supply-side platform (“SSP”), demand-side platform (“DSP”), and Ad Exchange have gained traction, allowing Kidoz to offer end-to-end media solutions across all age groups. Our proprietary systems ensure a strict separation between Prado and the Kidoz kids network, maintaining the highest levels of child safety while unlocking new revenue streams from the wider $400+ billion mobile advertising market.
The global shift of media budgets from linear TV to mobile platforms continues to accelerate, and Kidoz is well-positioned to benefit. Regulatory trends favor privacy-compliant platforms like ours, and with governments in key regions tightening data privacy laws, we expect continued momentum. Our compliance-first approach and contextual model are aligned with these evolving standards, providing a significant competitive advantage.
Kidoz remains focused on scaling its programmatic capabilities, growing our Cost Per Install (“CPI”) performance business, and deepening relationships with premium app publishers. We are exploring strategic opportunities to expand our footprint, whether through broader applications of our technology or synergistic M&A. We continue to invest in our staff and grow head count where necessary to support this growth, and we anticipate further expansion as demand for safe, high-performance mobile advertising continues to rise.
| Page 2 |
| KIDOZ INC. and subsidiaries | |
| Management’s Discussion and Analysis | |
| Nine Months ended September 30, 2025 and 2024 |
During the third quarter, Kidoz made a strategic increase in R&D spending to accelerate the enhancement of our systems and fully integrate advanced AI-driven capabilities. These investments are designed to strengthen our competitive advantage, improve operational efficiency, and expand the scope of our platform offerings. By ensuring our technology is in peak condition ahead of the seasonally strong fourth quarter when Kidoz historically generates over half of its annual revenue. We are positioning the Company to capture new growth opportunities and deliver strong year-end results.
In addition to our advertising networks, Kidoz operates the Kid Mode Operating System, pre-installed on millions of OEM tablets, and Rooplay (www.rooplay.com), our cloud-based EduGame system that offers educational play experiences for children.
References in this document to “the Company,” “we,” “us,” and “our” refer to Kidoz Inc.
The Company’s 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.
INCORPORATION AND NATURE OF OPERATIONS
Incorporation
Our common shares are currently quoted on the TSX Venture Exchange in Canada under the symbol “KDOZ”. We have not been subject to any bankruptcy, receivership or other similar proceedings.
Effective January 1, 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, the Company 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 quarter ended June 30, 2025, the Company changed its trading symbol from “KIDZ” to “KDOZ” on the TSX Venture Exchange. This change strengthens the Company’s brand consistency across markets for the Company’s stock, in both Canada and the United States.
Effective June 9, 2025, the Company commenced trading on the OTCQB Venture Market under the symbol “KDOZF”. The Company’s common shares will continue to trade on the TSX Venture Exchange (the “TSXV”) under the symbol “KDOZ”.
Effective January 1, 2023, we conducted our business through the Canadian incorporated entity and its subsidiaries. For the quarter ended September 30, 2025, we conducted our business through the Canadian incorporated entity and through our wholly-owned subsidiaries Kidoz Ltd. (“Kidoz Ltd.”), Shoal Media (Canada) Inc. (“Shoal Media Canada”), Shoal Media Inc. (“Shoal Media”), Prado Media Ltd. (“Prado Media”), and Shoal Media UK Ltd. (“Shoal Media UK”).
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.
| Page 3 |
| KIDOZ INC. and subsidiaries | |
| Management’s Discussion and Analysis | |
| Nine Months ended September 30, 2025 and 2024 |
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. During the year ended December 31, 2024, Rooplay Media Kenya Limited was discontinued and struck off.
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.
Kidoz Inc. operates at the intersection of technology, safety, and digital media, providing a leading mobile advertising platform purpose-built for children, teens, and families. As the global digital advertising landscape evolves with stricter privacy regulations, Kidoz’s focus on compliance, safety, and contextual relevance, positions the company as the go-to partner for brands seeking meaningful, responsible engagement with younger audiences.
At the core of Kidoz’s business is its proprietary Safe Ad Network and SDK, seamlessly integrated into thousands of top-rated mobile apps. Kidoz delivers high-performance campaigns that comply with COPPA, GDPR-K, and other global privacy frameworks, without collecting personal data or location information. Our advanced contextual targeting technology ensures brand messages are relevant, engaging, and delivered within a secure, brand-safe environment.
Expanding beyond its leadership in kids’ advertising, Kidoz operates Prado, its Over 13 division designed to reach the broader family demographic, including teens and parents. Prado offers advertisers a comprehensive solution through its SSP, DSP, and Ad Exchange, enabling high-efficiency media buying across thousands of premium apps while maintaining Kidoz’s commitment to safety and quality.
With mobile usage continuing to outpace other digital channels, and as brands shift media budgets from traditional platforms to mobile environments, Kidoz is well-positioned for continued growth. Our direct connections with publishers, supply path optimization, and human-curated ad placements differentiate Kidoz in an increasingly automated, yet regulation-heavy, market.
As a trusted partner for some of the world’s most respected brands, Kidoz continues to invest in its technology, compliance infrastructure, and global footprint, driving long-term value for advertisers, publishers, and shareholders alike.
Product Strategy
Kidoz builds and maintains the Kidoz Safe Ad Network, the Kidoz SDK, Kite IQ, and the Kidoz Privacy Shield, enabling app developers and global advertisers to reach children and families in a compliant and brand-safe way. The Kidoz SDK remains the core of our proprietary advertising technology, providing a secure and efficient platform for delivering premium ad impressions. Our systems are fully compliant with COPPA, GDPR-K, and additional child privacy regulations worldwide, maintaining the highest safety standards in the industry.
| Page 4 |
| KIDOZ INC. and subsidiaries | |
| Management’s Discussion and Analysis | |
| Nine Months ended September 30, 2025 and 2024 |
During the quarter ended September 30, 2025, Kidoz made a strategic increase in R&D spending to accelerate the enhancement of our systems and fully integrate advanced AI-driven capabilities. These investments are designed to strengthen our competitive advantage, improve operational efficiency, and expand the scope of our platform offerings. Kidoz made continuous investments in its proprietary systems, further optimizing supply paths and enhancing performance through advanced integrations with IAB specifications for real-time bidding, header bidding, and server-to-server direct connections. These improvements not only support the kids’ marketplace but also broaden our reach across the entire digital advertising landscape.
Our managed programmatic solution, combined with direct connections to premium apps and programmatic demand sources, continues to be a key differentiator. Agency partners are increasingly utilizing our solutions to access high-quality mobile inventory at scale, benefiting from our enhanced efficiency, superior performance, and unwavering commitment to brand safety.
During 2025, Prado (www.prado.co), our division for audiences Over 13 years of age, we have had increasing demand as a high-performance mobile SSP, DSP, and Ad Exchange. Prado’s programmatic capabilities now power large-scale campaigns across thousands of apps, simplifying digital advertising for agencies and brands targeting teens, families, and general audiences. Kidoz engineers have ensured complete separation between Prado and our kid-safe network, preserving the integrity of our child protection systems while enabling Kidoz to enter the broader, significantly larger digital ad market. Prado’s growth, alongside Kidoz’s internal safeguards, guarantees that no inappropriate content ever reaches young audiences.
Marketing & Distribution Strategy
During the quarter ended September 30, 2025, Kidoz strengthened its position as the trusted partner for leading global app publishers seeking compliant and high-performance monetization solutions, building a strong pipeline for the coming quarters. Our SDK has become an essential component for many of the world’s largest and most respected developers, who have integrated our technology into their platforms to ensure safe and effective advertising experiences for their users.
A key part of our strategy is an ongoing investment in compliance education and support for our partners. As regulations continue to evolve, Kidoz is proactively working with publishers to help them stay ahead of the curve. By aligning with Kidoz, developers gain not only access to premium demand and higher yields but also the reassurance that they are meeting the highest global privacy and safety standards.
This trusted reputation, combined with our focus on fostering direct relationships with top-tier publishers, has expanded our distribution footprint and further solidified Kidoz’s leadership in the kids and family digital advertising ecosystem.
Sales & Pricing Strategy
Kidoz’s global agency partnership model continues to deliver success. During the quarter ended September 30, 2025, Kidoz launched campaigns in 60 countries, reflecting the scalability and appeal of our solutions. Our strategy of recruiting top-tier international sales houses has been instrumental in building a reliable network of partners who recognize the value of Kidoz’s premium inventory. These partnerships have resulted in repeat campaigns and expanded allocations from major brands that increasingly shift larger portions of their media budgets to Kidoz.
As more brands experience our superior performance and efficiency, they deepen their investments with us. Our programmatic capabilities, in both Kidoz and Prado, open new opportunities for brands targeting parents and teens in addition to children, further diversifying our revenue streams and solidifying our position in the digital advertising space.
| Page 5 |
| KIDOZ INC. and subsidiaries | |
| Management’s Discussion and Analysis | |
| Nine Months ended September 30, 2025 and 2024 |
Growth Strategy
Kidoz’s growth in 2024 and fiscal 2025 to date was driven by our alignment with regulatory, consumer, and technological trends. Our mission remains clear: “to deliver best-in-class advertising solutions that prioritize privacy, comply with Apple, Google, and stringent global regulations, and provide publishers with safe, effective monetization options.” Our proprietary contextual advertising model continues to outperform alternatives, ensuring that user data is protected while delivering high engagement for advertisers.
Although uncertainty over potential tariff changes caused a temporary slowdown in second quarter of fiscal 2025 sales, we demonstrated resilience by quickly stabilizing operations and maintaining focus on execution. This proactive approach enabled the business to recover momentum rapidly, and we now enter the fourth quarter from a position of strength with confidence in our continued growth.
A key growth driver in 2024 and fiscal 2025 to date was the increased use of Kidoz as a performance platform for app developers seeking to scale installs on a cost-per-install (CPI) basis. As the CPI market, estimated at over US$120B annually, expands, Kidoz plans to capture more share by advancing our software and systems to support this high-growth segment.
Alongside our core media business, the successful expansion of Prado into the teen and family markets has added new revenue streams. Our latest product, Kidoz Connect, has enhanced our ability to scale programmatic campaigns across both Kidoz and Prado networks, providing advertisers with competitive reach and performance.
Looking forward, while our primary focus remains on the continued development of the Kidoz Safe Ad Network, we are exploring strategic opportunities, including new connections to the wider mobile advertising market and potential synergistic acquisitions, to sustain and accelerate our growth trajectory.
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.
Employees
As of September 30, 2025, we had 53 employees, consultants, and independent contractors throughout the world including twenty-eight full-time employees in Canada, Israel and the United Kingdom. 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 of the Prado division & 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.
| Page 6 |
| KIDOZ INC. and subsidiaries | |
| Management’s Discussion and Analysis | |
| Nine Months ended September 30, 2025 and 2024 |
Competition
Kidoz operates in a highly specialized segment of the advertising technology industry, focusing on safe, COPPA-compliant mobile advertising for children, teens, and families. While other companies, such as SuperAwesome, Google’s AdMob, and Meta, offer products targeting young audiences, Kidoz’s approach and core strengths set it apart.
SuperAwesome provides a range of media and technology solutions for brands looking to engage with kids, but its offerings are broader and less focused on mobile in-app advertising, which remains the core of Kidoz’s expertise. Google’s AdMob is a major player in mobile advertising but lacks the human-curated, child-safety emphasis that defines the Kidoz platform. Meta’s solutions, while vast, are not tailored for the specific privacy and safety needs of young audiences in the mobile gaming space.
The technology barriers to entering the compliant mobile ad network space are significant. Kidoz has developed proprietary systems that meet the highest global privacy and safety standards, making it a trusted partner for brands seeking to engage young audiences in a secure and effective way. This unique positioning allows Kidoz to consistently outperform less specialized competitors.
Through Prado, Kidoz competes in the broader programmatic space, facing large-scale competitors like Google, Meta, and other major DSPs and SSPs. However, many brands prefer a single supplier that can provide a holistic, family-friendly solution. Prado enables Kidoz to deliver that, offering advertisers streamlined access to kids, teens, and parents through one trusted and compliant platform.
HIGHLIGHTS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025
During the quarter ended September 30, 2025, the Company engaged the services of Independent Trading Group (“ITG”) pursuant to a market-making services agreement. ITG will provide continuous buy and sell quotes for our shares with the aim of creating a more liquid and stable trading environment. It is anticipated that this will assist investors in trading more efficiently and ultimately benefiting the Company and its shareholders through improved price discovery, trading capacity, and reduced volatility.
Events Subsequent to September 30, 2025
No significant events took place after September 30, 2025.
SUMMARY CONSOLIDATED FINANCIAL INFORMATION
The summary unaudited condensed interim consolidated financial information set out below has been prepared in accordance with US GAAP and is derived from the Company’s unaudited condensed interim consolidated financial statements for the period ended September 30, 2025 and the audited consolidated financial statements and accompanying notes for the years ended December 31, 2024 and can be found at www.sedar.com.
Consolidated Balance Sheet Data:
| September 30, 2025 | December 31, 2024 | |||||||
| Cash | $ | 1,790,483 | $ | 2,780,517 | ||||
| Total assets | 9,571,508 | 11,734,233 | ||||||
| Total liabilities | 2,778,716 | 3,807,554 | ||||||
| Total stockholders’ equity | 6,792,792 | 7,926,689 | ||||||
| Working capital | 3,204,557 | 4,219,588 | ||||||
| Page 7 |
| KIDOZ INC. and subsidiaries | |
| Management’s Discussion and Analysis | |
| Nine Months ended September 30, 2025 and 2024 |
Cash has decreased for the quarter ended September 30, 2025, compared to cash as at December 31, 2024, due to expenses incurred during the third quarter of fiscal 2025. As part of Kidoz’s planned compensation program, annual performance bonuses were paid in the second quarter, reflecting the Company’s exceptional results in 2024. These awards, which are determined in advance based on the prior year’s performance, contributed to higher expenses in the quarter but are non-recurring in nature. Total assets and total liabilities have declined due to paying down of our liabilities in the nine months ended September 30, 2025.
Total stockholders’ equity and working capital has decreased due to expenses incurred by the Company in the nine months ended September 30, 2025.
Consolidated Cash flow data:
| September 30, 2025 | September 30, 2024 | |||||||
| Net cash provided by (used in) operating activities | $ | (972,758 | ) | $ | (1,035,900 | ) | ||
| Net cash (used in) provided by investing activities | (17,276 | ) | 16,880 | |||||
| Net cash used in financing activities | - | (7,605 | ) | |||||
| Change in cash | (990,034 | ) | (1,026,625 | ) | ||||
| Cash | $ | 1,790,483 | $ | 442,599 | ||||
Consolidated Statement of Operations Data for continuing operations:
| Nine Months ended September 30, 2025 | Nine Months ended September 30, 2024 | Three Months ended September 30, 2025 | Three Months ended September 30, 2024 | |||||||||||||
| Revenue: | $ | 8,835,040 | $ | 6,560,022 | $ | 3,666,521 | $ | 2,287,776 | ||||||||
| Cost of sales | 4,223,185 | 3,149,880 | 1,877,511 | 1,079,212 | ||||||||||||
| Gross profit | 4,611,855 | 3,410,142 | 1,789,010 | 1,208,564 | ||||||||||||
| Total operating expenses | 6,008,410 | 4,897,551 | 1,983,236 | 1,618,571 | ||||||||||||
| Income tax (recovery) expense | (73,573 | ) | (919 | ) | (955 | ) | - | |||||||||
| Loss after tax | $ | (1,289,051 | ) | $ | (1,511,517 | ) | $ | (177,711 | ) | $ | (406,284 | ) | ||||
| Loss per share – basic and diluted | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||
DISCUSSION OF OPERATIONS AND OPERATIONAL HIGHLIGHTS
Overall Performance for the Three months ended September 30, 2025 and 2024.
Revenue
Total revenue, net of platform fees (to Apple, and Google) and withholding taxes, for the quarter ended September 30, 2025, increased to $3,666,521, an increase of 51% from revenue of $2,430,216 for the second quarter of fiscal 2025 and an increase of 60% from revenue of $2,287,776 for the third quarter of fiscal 2024.
The increase in total revenue compared to the second quarter of fiscal 2025 and the third quarter of fiscal 2024 is due to an increase in demand possibly due to less uncertainty in the market as a result of tariffs.
Selling and marketing expenses
Selling and marketing expenses were $339,217 for the quarter ended September 30, 2025, a decrease of 49% over expenses of $665,975 in the second quarter of fiscal 2025 and an increase of 3% over expenses of $330,798 in the third quarter of fiscal 2024. This decrease compared to the second quarter of fiscal 2025 is due to non-recurring performance bonuses. The increase compared to the third quarter of fiscal 2024 is due to increased sales and marketing expenses. Selling and marketing expenses consist primarily of sales staff salaries, sales commissions, benefits and publishing services.
| Page 8 |
| KIDOZ INC. and subsidiaries | |
| Management’s Discussion and Analysis | |
| Nine Months ended September 30, 2025 and 2024 |
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. The Company expensed $1,227,647 in content and software development costs during the quarter ended September 30, 2025, a decrease of 3% compared to content and software development costs of $1,270.284 expensed during the second quarter of fiscal 2025 and an increase of 51% compared to software technology development costs of $810,933 expensed during the third quarter of fiscal 2024. These decrease over the second quarter of fiscal 2025 is due to the non-recurring performance bonuses and the increase compared to the third quarter of fiscal 2024, is due to the hiring of additional development staff to increase the development of our base technologies.
The majority of our software development costs are salaries, wages, and benefits for our employees and consultants. In addition, as we have expanded our global reach, our overall server costs have increased.
General and administrative expenses
General and administrative expenses consist primarily of premises costs for our offices, legal and professional fees, and other general corporate and office expenses. General and administrative expenses increased to $180,024 for the quarter ended September 30, 2025, an increase of 4% from costs of $173,297 for the second quarter of fiscal 2025 and an increase of 19% from costs of $151,598 in the third quarter of fiscal 2024. The increase in general and administrative expenses compared to the second quarter of fiscal 2025 and the third quarter of 2024 is due to professional fees incurred.
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 increased to $106,467 for the quarter ended September 30, 2025, a decrease of 39% compared to salaries, wages, consultants, and benefits of $281,198 in the second quarter of 2025 and a decrease of 62% compared to salaries, wages, consultants, and benefits of $173,157 in the third quarter of fiscal 2024. This decrease compared to the second quarter of fiscal 2025 is due to the non-recurring performance bonuses.
Depreciation and amortization
Intangible assets are amortized using a straight-line method over three to eight years. These intangible assets include customer lists, 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 quarter ended September 30, 2025, was $42,564, compared to amortization of $42,564 in the second quarter of fiscal 2025 and compared to amortization of $42,564 in the third quarter of fiscal 2024.
Equipment is depreciated using the declining balance method over the useful lives of the assets, ranging from three to five years. Depreciation and amortization increased to $3,103, during the quarter ended September 30, 2025, an increase over costs of $3,031 in the second quarter of fiscal 2025 and an increase over costs $2,749 in the third quarter in fiscal 2024. This increase in depreciation and amortization compared to the second quarter of fiscal 2025 and the third quarter of fiscal 2024 is due to the acquisition of equipment for our new staff.
| Page 9 |
| KIDOZ INC. and subsidiaries | |
| Management’s Discussion and Analysis | |
| Nine Months ended September 30, 2025 and 2024 |
Stock-based compensation expense
During the quarter ended September 30, 2025, the Company incurred non-cash stock-based compensation expenses of $65,705 from the issuance of stock options granted in prior years, an increase of 44% compared to stock-based compensation expense of $45,581 in the second quarter of fiscal 2025 and a decrease of 37% compared to stock-based compensation expense of $104,778 in the third quarter of fiscal 2024. The increase compared to the second quarter of fiscal 2025 is due to stock options granted in quarter ended September 30, 2025. The decrease compared to the third quarter of fiscal 2024 is due to issuance of options granted in 2024. The options are issued to consultants and employees as per the Company’s 2015 and 2024 Stock Option Plans and are a significant component of the Companies overall compensation plan.
Net income (loss) and income (loss) per share
The net income after taxation for the quarter ended September 30, 2025, amounted to a net loss ($177,711), a loss ($0.00) per share, and an improvement compared to net loss of ($1,171,482) or ($0.01) per share in the second quarter of fiscal 2025 and an improvement compared to net loss of ($406,284) or ($0.00) in the third quarter of fiscal 2024. This decrease in net loss is due to the increase in revenue and the non-recurring second quarter performance bonuses. This improvement is reduced by the increases in headcount, technology enhancements, server costs incurred in the third quarter of fiscal 2025.
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 used by operations for the nine months ended September 30, 2025, was ($972,758) compared to using cash of ($1,035,900) in the prior year. This decrease in cash used during the quarter ended September 30, 2025 compared to the quarter ended September 30, 2024 is as a result of improved operational efficiencies.
Adjusted loss before interest; depreciation and amortization; stock awareness program; stock-based compensation and impairment of goodwill (“Adjusted EBITDA”) for the period ended September 30, 2025, amounted to ($91,927), compared to an Adjusted EBITDA of ($1,088,229), in the second quarter of fiscal 2025 and compared to an Adjusted EBITDA of ($256,822) in the period ended September 30, 2024.
Our Adjusted EBITDA is reconciled as follows:
| Nine Months ended September 30, 2025 | Nine Months ended September 30, 2024 | Three Months ended September 30, 2025 | Three Months ended September 30, 2024 | |||||||||||||
| Loss after tax | $ | (1,289,051 | ) | $ | (1,511,517 | ) | $ | (177,771 | ) | $ | (406,284 | ) | ||||
| Less : | ||||||||||||||||
| Depreciation and amortization | 136,622 | 198,802 | 45,667 | 45,313 | ||||||||||||
| Income tax (recovery) expense | (73,573 | ) | (919 | ) | (955 | ) | - | |||||||||
| Interest and other income | (30,871 | ) | (639 | ) | (24,633 | ) | (629 | ) | ||||||||
| Stock-based compensation | 155,154 | 277,348 | 65,705 | 104,778 | ||||||||||||
| Adjusted EBITDA | $ | (1,101,718 | ) | $ | (1,036,925 | ) | $ | (91,927 | ) | $ | (256,822 | ) | ||||
| Page 10 |
| KIDOZ INC. and subsidiaries | |
| Management’s Discussion and Analysis | |
| Nine Months ended September 30, 2025 and 2024 |
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.
The following tables present our unaudited consolidated quarterly results of operations for each of our last eight quarters. This data has been derived from unaudited consolidated financial statements that have been prepared on the same basis as the annual audited consolidated financial statements and, in our opinion, include all normal recurring adjustments necessary for the fair presentation of such information. These unaudited quarterly results should be read in conjunction with our audited consolidated financial statements.
| Three Months Ended | ||||||||||||||||
| September 30, 2025 | June
30, 2025 | March 31, 2025 | December 31, 2024 | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| Revenue | $ | 3,666,521 | $ | 2,430,216 | $ | 2,738,303 | $ | 7,444,505 | ||||||||
| Cost of sales | 1,877,511 | 1,105,072 | 1,240,602 | 3,277,093 | ||||||||||||
| Gross profit | 1,789,010 | 1,325,144 | 1,497,701 | 4,167,412 | ||||||||||||
| Operating expenses and other income / (expenses) | (1, 905,060 | ) | (2,453,190 | ) | (1,462,658 | ) | (1,983,399 | ) | ||||||||
| Provision for doubtful receivables | (16,949 | ) | - | - | (114,480 | ) | ||||||||||
| Depreciation and amortization | (45,667 | ) | (45,595 | ) | (45,360 | ) | (45,377 | ) | ||||||||
| (Loss) Income before income taxes | (178,666 | ) | (1,173,641 | ) | (10,317 | ) | 2,024,156 | |||||||||
| Income tax recovery (expense) | 955 | 2,159 | 70,459 | (159,499 | ) | |||||||||||
| (Loss) Income after tax | $ | (177,711 | ) | (1,171,482 | ) | 60,142 | 1,864,657 | |||||||||
| Basic and diluted (loss) income per share | $ | (0.00 | ) | $ | (0.01 | ) | $ | 0.00 | $ | 0.01 | ||||||
| Weighted average common shares, basic | 131,304,499 | 131,304,499 | 131,304,499 | 131,304,499 | ||||||||||||
| Weighted average common shares, diluted | 131,304,499 | 131,304,499 | 131,304,499 | 131,304,499 | ||||||||||||
| Page 11 |
| KIDOZ INC. and subsidiaries | |
| Management’s Discussion and Analysis | |
| Nine Months ended September 30, 2025 and 2024 |
| Three Months Ended | ||||||||||||||||
September 30, 2024 | June 30, 2024 | March 31, 2024 | December 31, 2023 | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| Revenue | $ | 2,287,776 | $ | 2,479,175 | $ | 1,793,071 | $ | 6,030,546 | ||||||||
| Cost of sales | 1,079,212 | 1,233,994 | 836,674 | 4,059,852 | ||||||||||||
| Gross profit | 1,208,564 | 1,245,181 | 956,397 | 1,970,694 | ||||||||||||
| Operating expenses and other income / (expenses) | (1,569,535 | ) | (1,586,313 | ) | (1,567,928 | ) | (1,522,994 | ) | ||||||||
| Provision for doubtful receivables | - | - | - | (1,427 | ) | |||||||||||
| Stock awareness program | - | - | (3,996 | ) | ||||||||||||
| Depreciation and amortization | (45,313 | ) | (45,437 | ) | (108,052 | ) | (139,945 | ) | ||||||||
| Income (Loss) before income taxes | (406,284 | ) | (386,569 | ) | (719,583 | ) | 302,332 | |||||||||
| Income tax recovery (expense) | - | 919 | - | 25,978 | ||||||||||||
| Income (Loss) after tax | $ | (406,284 | ) | $ | (385,650 | ) | $ | (719,583 | ) | $ | 328,310 | |||||
| Basic and diluted Income (loss) per share | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | $ | 0.00 | |||||
| Weighted average common shares, basic | 131,304,499 | 131,304,499 | 131,304,499 | 131,304,499 | ||||||||||||
| Weighted average common shares, diluted | 131,304,499 | 131,304,499 | 131,304,499 | 131,304,499 | ||||||||||||
LIQUIDITY AND CAPITAL RESOURCES
The Company generates cash from operations.
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.
We had cash of $1,790,483 and working capital of $3,204,557 as at September 30, 2025. This compares to cash of $2,780,517 and working capital of $4,219,588 as at December 31, 2024.
During the nine months ended September 30, 2025, we used cash of ($972,758) in operating activities compared to using cash of ($1,035,900) in the prior year.
During the nine months ended September 30, 2025, we used cash in investing activities of ($17,276) compared to using cash in investing activities of ($16,880) in the same period in the prior year.
Net cash used in financing activities was $nil in the nine months ended September 30, 2025. This compares to cash used in financing activities of ($7,605) in the same period in the prior year.
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.
| Page 12 |
| KIDOZ INC. and subsidiaries | |
| Management’s Discussion and Analysis | |
| Nine Months ended September 30, 2025 and 2024 |
Common shares
As at September 30, 2025, there were 131,304,499 (December 31, 2024 – 131,304,499) common shares outstanding.
No shares were issued or acquired during the period ended September 30, 2025.
Stock Options
In 2015, the shareholders approved the 2015 Rolling Stock Option plan. Under the 2015 plan we have reserved 10% of the number of Shares of the Company issued and outstanding as of each Award Date.
During the year ended December 31, 2024, a new 10% “rolling” stock option plan (the “2024 Stock Option Plan”) that complies with the updated TSX Policy 4.4 was approved by the TSX-V, the Board of Directors and the Company’s shareholders. The 2024 Stock Option Plan will replace 2015 Stock Option Plan. Options granted under the 2015 Stock Option Plan will continue to be governed by the 2015 Stock Option Plan. The 2015 Stock Option plan will continue to exist until the stock options granted under the 2015 Stock Option are exercised, cancelled or expire. All new stock option grants will be made under the 2024 Stock Option Plan.
Pursuant to this plan we have 10,507,683 stock purchase options (December 31 2024 - 10,359,750) outstanding at September 30, 2025.
During the quarter ended September 30, 2025, 2,158,333 options were granted to employees and consultants with an exercise price of CAD$0.25 ($0.18) where 2% vests per month. 913,333 options of these options were granted to directors and officers of the Company. During the quarter ended September 30, 2025, 15,000 options were cancelled.
During the period ended June 30, 2024, 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.
During the quarter ended September 30, 2025, there were nil (2024 – nil) options exercised.
The Equity Awards Plan:
During the quarter ended March 31, 2025 the Company initiated The Equity Awards Plan to complement the 2024 Stock Option Plan as an integral part of the Companies overall compensation plan.
The Equity Awards Plan is a fixed 10% plan under which the Company may issue such number of security-based compensation (other than options) up to 10% of the issued and outstanding shares as of the date the Equity Awards Plan is implemented.
The plan is subject to the following limits (in addition to the 10% fixed cap) for so long as the Shares are listed and posted for trading on the TSXV: (i) not more than two (2%) percent of the Company’s issued and outstanding Shares, inclusive of Shares issuable pursuant to all Security Based Compensation granted or issued, may be granted to any one Consultant in any 12 month period; (ii) unless the Company has obtained Disinterested Shareholder Approval, not more than five (5%) percent of the Company’s issued and outstanding Shares, inclusive of Shares issuable pursuant to all Security Based Compensation granted or issued, may be issued to any one Person in any 12 month period; (iii) Investor Relations Service Providers shall not be eligible to receive any Awards; (iv) the aggregate number of Shares issuable to Insiders at any time under this Plan, inclusive of Shares issuable pursuant to all Security Based Compensation granted or issued, unless the Company has obtained Disinterested Shareholder Approval, shall not exceed ten (10%) percent of the Company’s issued and outstanding Shares; (v) the aggregate number of Shares issuable to Insiders within any one (1) year period under this Plan, inclusive of Shares issuable pursuant to all Security Based Compensation granted or issued, unless the Company has obtained Disinterested Shareholder Approval, shall not exceed ten (10%) percent of the Company’s issued and outstanding Share.
| Page 13 |
| KIDOZ INC. and subsidiaries | |
| Management’s Discussion and Analysis | |
| Nine Months ended September 30, 2025 and 2024 |
OFF-BALANCE SHEET ARRANGEMENTS
The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future material adverse effect on its financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
The Company leases office facilities in Netanya, Israel. During the quarter ended September 30, 2025, the Netanya, Israel operating lease was amended for a smaller office within the same building. The lease was extended for a further 12 months. The renewal of this lease is uncertain, hence the Company has accounted for this lease as a short-term lease.
During the period ended September 30, 2024, the lease on the Vancouver office expired and was not renewed. Our Canadian staff will continue to work on a virtual basis. The minimum lease payments under these leases are approximately as follows:
| 2025 | $ | 6,639 | ||
| 2026 | $ | 15,491 |
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 | $ | 221,892 | ||||
Bromley Accounting Services Ltd. | H. W. Bromley | CFO | $ | 222,116 | ||||
| Farcast Operations Inc. | T. H. Williams | VP Product | CAD$314,800 | |||||
As at and for the period ended September 30, 2025, the Company has the following related party transactions:
| Nine Months ended September 30, 2025 | Nine Months ended September 30, 2024 | Three Months ended September 30, 2025 | Three Months ended September 30, 2024 | |||||||||||||
| Directors fees | $ | 6,611 | $ | 7,510 | $ | 1,560 | $ | 1,994 | ||||||||
| Salaries, wages, consultants and benefits | 453,413 | 503,114 | 135,376 | 169,988 | ||||||||||||
| Selling and marketing | 201,541 | 45,810 | 60,292 | 14,112 | ||||||||||||
| Stock-based compensation | 60,188 | 105,030 | 26,411 | 40,648 | ||||||||||||
| Software technology development | 339,217 | 180,620 | 118,198 | 59,414 | ||||||||||||
| Closing balance for the period | $ | 1,060,970 | $ | 842,084 | $ | 341,837 | $ | 286,156 | ||||||||
| Page 14 |
| KIDOZ INC. and subsidiaries | |
| Management’s Discussion and Analysis | |
| Nine Months ended September 30, 2025 and 2024 |
The Company has liabilities of $96,656 (December 31, 2024 - $66,181) as at September 30, 2025, to current directors, officers and companies owned by the current directors and officers of the Company for employment, director and consulting fees.
During the period ended September 30, 2025, the Company granted 913,333 options with an exercise price of CAD$0.25 ($0.18) to current directors and officers of the Company.
During the period ended March 31, 2024, 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.
The related party transactions are in the normal course of operations and were executed at the currency exchange amount, which is the amount of consideration established and agreed to by the related parties.
ACCOUNTING POLICY CHANGES, CRITICAL ESTIMATES, JUDGMENTS AND ASSUMPTIONS
The information provided in this MD&A, 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 Condensed Interim Consolidated Financial Statements as at September 30, 2025 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, and the useful lives of intangible assets. 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
These policies were selected because they require the more significant judgments and estimates in the preparation and presentation of our financial statements. On an ongoing basis, management evaluates these judgments and estimates, including whether there are any uncertainties as to compliance with the revenue recognition criteria described below, and recoverability of long-lived assets, as well as the assessment as to whether there are contingent assets and liabilities that should be recognized or disclosed for the consolidated financial statements to fairly present the information required to be set forth therein. We base our estimates on historical experience, as well as other events and assumptions that are believed to be reasonable at the time. Actual results could differ from these estimates under different conditions.
| Page 15 |
| KIDOZ INC. and subsidiaries | |
| Management’s Discussion and Analysis | |
| Nine Months ended September 30, 2025 and 2024 |
NEW ACCOUNTING PRONOUCEMENTS AND CHANGES IN ACCOUNTING POLICIES
On December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topics 740): Improvements to Income Tax Disclosures” to expand the disclosure requirements for income taxes, primarily related to the rate reconciliation and income taxes paid. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. Management is currently evaluating this ASU to determine its impact on the Company’s disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The new standard requires entities to disclose additional information about certain expenses, such as purchases of inventory, employee compensation, depreciation, intangible asset amortization, as well as selling expenses included in commonly presented expense captions on the income statement. The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Companies have the option to apply this guidance either on a retrospective or prospective basis, and early adoption is permitted. The company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements and related disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, to simplify and modernize the accounting for internal-use software costs. The amendments remove references to prescriptive software development stages and clarify that capitalization of eligible software development costs begins when management authorizes and commits to funding the project and it is probable the project will be completed, and the software will be used as intended. The amendments in this update are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual periods. Early adoption is permitted, and the guidance may be applied prospectively, retrospectively, or using a modified approach for in-process projects. The Company is evaluating the impact this guidance will have on the consolidated financial statements and related disclosures.
The Company has evaluated all of the recently issued, but not yet effective, accounting standards that have been issued or proposed by the Financial Accounting Standards Board or other standards-setting bodies through the filing date of these unaudited consolidated financial statements and does not believe the future adoption of any such pronouncements will have a material impact on its consolidated financial statements.
FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS
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.
| Page 16 |
| KIDOZ INC. and subsidiaries | |
| Management’s Discussion and Analysis | |
| Nine Months ended September 30, 2025 and 2024 |
| (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.
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.
| Page 17 |
| KIDOZ INC. and subsidiaries | |
| Management’s Discussion and Analysis | |
| Nine Months ended September 30, 2025 and 2024 |
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. |
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 so as to achieve or maximize future profitability. |
| Page 18 |
| KIDOZ INC. and subsidiaries | |
| Management’s Discussion and Analysis | |
| Nine Months ended September 30, 2025 and 2024 |
| ● | 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 customers and 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 impacting our sales. 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 cloud-based servers located around the world, 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, its sales teams to attract and retain key customers and its finance department staff to properly manage and maintain the financial records and reporting thereof. 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 is 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 continues 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. |
| ● | Inappropriate advertisement - This is the risk that the Company serves an inappropriate advertisement on behalf of its customers. To mitigate this risk all adverts are human reviewed before the campaign commences. |
| Page 19 |
| KIDOZ INC. and subsidiaries | |
| Management’s Discussion and Analysis | |
| Nine Months ended September 30, 2025 and 2024 |
| ● | 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. |
| ● | 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. |
| Page 20 |
| KIDOZ INC. and subsidiaries | |
| Management’s Discussion and Analysis | |
| Nine Months ended September 30, 2025 and 2024 |
| ● | 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. |
| Page 21 |
| KIDOZ INC. and subsidiaries | |
| Management’s Discussion and Analysis | |
| Nine Months ended September 30, 2025 and 2024 |
| ● | 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 and Gaza); |
| ○ | Unexpected market reactions to the Company announcements; |
| ○ | Trade wars and trade tariffs. |
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. |
Additional information and other publicly filed documents relating to Kidoz Inc. are available through the internet on the Canadian Securities Administrators’ System for Electronic Document Analysis and Retrieval (“SEDAR+”), which can be accessed at www.sedarplus.com and the Company’s website at http://investor.kidoz.net.
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.
| Page 22 |
EXHIBIT 99.3
Form 52-109F2
Certification of Interim Filings
Full Certificate
I, Jason Williams, Chief Executive Officer of Kidoz Inc. certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Kidoz Inc. (the “issuer”) for the interim period ended September 30, 2025. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
| 4. | Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer. |
| 5. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings |
| (a) | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
| (i) | material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and |
| (ii) | information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| (b) | designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
| 5.1 | Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control - Integrated Framework (2013) (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO). |
| 5.2 | ICFR – material weakness relating to design: N/A |
| 5.3 | Limitation on scope of design: N/A |
| 6. | Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2025 and ended on September 30, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
Date: November 20, 2025
| /S/ J.M. Williams | |
| J. M. Williams | |
| Chief Executive Officer |
EXHIBIT 99.4
Form 52-109F2
Certification of Interim Filings
Full Certificate
I, Henry Bromley, Chief Financial Officer of Kidoz Inc. certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Kidoz Inc. (the “issuer”) for the interim period ended September 30, 2025. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
| 6. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
| 7. | Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer. |
| 8. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings |
| (a) | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
| (i) | material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and |
| (ii) | information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| (b) | designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
| 5.1 | Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control - Integrated Framework (2013) (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO). |
| 5.2 | ICFR – material weakness relating to design: N/A |
| 5.3 | Limitation on scope of design: N/A |
| 6. | Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2025 and ended on September 30, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
Date: November 20, 2025
| /S/ H. W. Bromley | |
| H. W. Bromley | |
| Chief Financial Officer |