10-K

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

Form10-K

(Mark One)

|X| ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2019

|_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 193

For the transition period from to

Commissionfile number 333-120120-01

KIDOZ INC**.**

(Previously Shoal Games Ltd.)

(Exact name of registrant as specified in its charter)

ANGUILLA, B.W.I.	98-0206369
(State<br> or other jurisdiction of incorporation or organization)	(I.R.S.<br> Employer Identification No.)

Hansa Bank Building, Ground Floor, Landsome Road

AI 2640, The Valley, Anguilla, B.W.I

(Address of principal executive offices)

(888) 374-2163

(Issuer's telephone number, including area code)

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

None

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

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

COMMON STOCK, NO PAR VALUE PER SHARE

(Title of Class)

Indicate by check markif the registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act. Yes [ ] No [ X ]

Indicate by check mark if the registrant isnot required to file reports pursuant to Section 13 or Section 15(d) of theAct. Yes [ ] No [ X ]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] <br> No [ ]<br>
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months. Yes [ X ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this<br><br>Form 10-K. [ ]
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.<br> <br>Large accelerated filer [ ] Accelerated filer [ ]<br> <br>Non-accelerated filer [ ]<br> Smaller reporting company [ X ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [ X ]
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State issuer's revenues for its most recent fiscal year. $4,517,379
<br> State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.<br> <br>Our common stock is quoted on the TSX Venture Exchange in Canada under the symbol "KIDZ" (previously "SGW"). The closing share price as of April 22, 2020, being CAD$0.30 (approximately US$0.21) per share under symbol KIDZ on the TSX Venture Exchange and is quoted on the Over the Counter Markets - The Venture Marketplace ("OTCQB") operated by OTC Markets Group Inc. (http://www.otcmarkets.com/) under the symbol "KDOZF and the aggregate market value of the voting and non-voting common equity held by non-affiliates is $13.259,226.
---
APPLICABLE ONLY TO CORPORATE REGISTRANTS<br> <br>Indicate the number of shares outstanding of the registrant's common stock, no par value per share, was 131,124,989 as of April 22, 2020.
DOCUMENTS INCORPORATED BY REFERENCE<br> <br>The merger of Bingo.com, Inc. with Shoal Games Ltd., which was approved by the Securities Exchange Commission on March 8, 2005, and is effective on April 7, 2005, is described in the prospectus filed under Rule 424(b) of the Securities Act and the Form S-4, which were filed on March 9, 2005, and March 4, 2005, respectively. The Company filed Form SB2 on September 18, 2007, for the registration of shares originally issued in the private placement. In addition, the Company filed a TSX Venture Exchange Listing Application for the TSX-V listing on June 29, 2015.

Page 1

		PAGE
PART I		3
ITEM 1.	BUSINESS	3
ITEM 2.	PROPERTIES	8
---	---	---
ITEM 3.	LEGAL PROCEEDINGS	8
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.	8
PART II		10
ITEM 5.	MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	10
ITEM 6.	SELECTED FINANCIAL DATA	13
ITEM 7.	MANAGEMENT'SDISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	14
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	22
ITEM 9.	CHANGES IN ANDDISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	61
ITEM 9A.	CONTROLS ANDPROCEDURES	61
ITEM 9B.	OTHERINFORMATION	62
PART III		63
ITEM 10.	DIRECTORS, EXECUTIVEOFFICERS AND CORPORATE GOVERNANCE	63
ITEM 11.	EXECUTIVECOMPENSATION	66
ITEM 12.	SECURITYOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSTOCKHOLDERS MATTERS	68
ITEM 13.	CERTAINRELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	71
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	72
PART IV		73
ITEM 15.	EXHIBITS	73
SIGNATURES		73
CERTIFICATIONS		74
CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002		77
EXHIBIT LIST		80

Page 2

PART I

This Annual Report on Form 10-K containsforward-looking statements that involve risks and uncertainties. Allstatements contained herein that are not statements of historical factconstitute "forward-looking statements" within the meaning of the PrivateSecurities Litigation Reform Act of 1995. Discussions containingforward-looking statements may be found in the material set forth under"Business," and "Management's Discussion and Analysis or Plan of Operation,"as well as in this Annual Report generally. We generally use words such as"believes," "intends," "expects," "anticipates," "plans," and similarexpressions to identify forward-looking statements. Although we believe thatthe expectations reflected in the forward-looking statements are reasonable,we cannot guarantee future results, level of activity, performance orachievements. These forward-looking statements are subject to risks,uncertainties and other factors, some of which are beyond our control, whichcould cause actual results to differ materially from this forecast oranticipated in such forward-looking statements.

You should not place undue reliance on theseforward-looking statements, which reflect our view only as of the date ofthis report. We undertake no obligation to update these statements orpublicly release the result of any revisions to these statements to reflectevents or circumstances after the date of this report or to reflect theoccurrence of unanticipated events.

ITEM 1. BUSINESS

INTRODUCTION

KIDOZ Inc. (TSXV:KIDZ) is a kid-tech software developer and owner of theleading mobile KidSafe advertising network (www.KIDOZ.net). We help createa free and safe Internet for children, by enabling content producers tomonetize their apps and video with safe, relevant, and fun ads. Ourcommitment to children's privacy and safety has created one of the fastestgrowing mobile networks in the world.

2019 was a pivotal year for the Company as we recorded record revenueand record usage on the Kidoz KidSafe network. For app developers focused onkids, the Kidoz solution allows them to safely monetize their traffic withbrand advertisements from Lego, Disney and other leading brands. For brands,Kidoz is the leading mobile digital media network for reaching kids 13 andunder with toys, content and promotions. Unlike most digital advertising,every campaign on the Kidoz platform is free of location information, deviceidentifiers, behavioural data, and other trackers used by advertisers toidentify and track users all over the Internet.

By addressing the privacy concerns of our users, the children first, weensure regulatory compliance with privacy laws and Google and Apple's strictrules for mobile apps on the Android and iOS platforms. Since Google'scertification of Kidoz and Apple's updated rules endorsing Kidoz'smethodologies, the Company is experiencing unprecedented demand for its safeadvertising solutions which now reaches more than 100,000,000 kids a month. Advertisers benefit from the brand safety that our technology creates andthe compliant contextual targeting opportunities that we deliver. However,the greatest benefit that Kidoz brand advertisers enjoy is the quality ofthe media available on the network. As Kidoz is a mobile network, our usersare highly engaged on their devices at the time advertising is deliveredwhich results in excellent performance.

In 2019, Kidoz secured a leadershipposition in the market amongst app developers and the segment is onlybeginning to develop as new rules and stricter regulations are being enactedand enforced by Google, Apple, and governments around the world who aredemanding privacy and safety for children online. The Kidoz KidSafe adtechnology is now installed in more than 3,500 different apps, making it themost popular child focused mobile solution in the market. Our Safe AdNetwork offers publishers a unique technology and monetization solution thatevery app with kids traffic can use to compliantly monetize their content.

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Driving our revenue growth is strong underlying system growth for bothusers and publishers that are using our Kid Safe technology. Media budgetscontinue to shift from linear TV to digital platforms like KIDOZ as brandsseek to engage their customers where kids spend most of their screen time. As mobile penetration among kids continues to increase the global usage ofmobile is steadily increasing. In addition, regulation at the governmentlevel is positively influencing growth of the KIDOZ Safe Ad Network. COPPAin America and GDPR in Europe have forced advertisers and publishers toensure their data and advertising methodologies are safe. Regulators inAmerica are considering updating COPPA to further enhance child safetyonline, and regulators in China, India and other regions are consideringsimilar measures. As KIDOZ is compliant, it benefits from all child-safeadvertising regulation.

Building on our performance in 2019, we plan to continue our successfulgrowth strategies in 2020. Our sales, product, and operational strategiesare custom fit to match the favourable regulatory, consumer, andtechnological trends occurring in the market. As developments in privacylaws in almost every country worldwide look to provide additional protectionto digital minors by controlling digital services and, potentially in somecases, raising the age of minority, Kidoz's importance in the eco-systemincreases. For consumers, the ubiquity of mobile devices and increasingmobile usage is a long established trend. For children growing up in adigital world mobile is their preferred device and with kids representingmore than thirty percent of internet users globally, children are a consumersegment of immense size and influence.

As we invest in the Kidoz products and methodologies to protect kids andhelp our mobile partners to monetize their content safely, we increase thevalue that we can provide to our advertiser customers. As more contentdevelopers prioritize segmenting their customers to protect the minors ontheir systems, the market increases in size and those companies providingcompliant solutions, like Kidoz, benefit. We are pleased with our 2019results and believe that our strategy will continue to be a success in 2020.

KIDOZ's other mobile products include the Kidoz Kid Mode operatingsystem installed on millions of OEM tablets worldwide, Rooplay (www.rooplay.com)the cloud-based EduGame system for kids to learn and play, Garfield's Bingo(www.garfieldsbingo.com) live on Facebook Messenger, Android, and iOS; andTrophy Bingo (www.trophybingo.com), live across mobile platforms.

References in this document to "the Company,""we," "us," and "our" refer to Kidoz Inc. and our subsidiaries, which aredescribed below.

Our executive offices are located at HansaBank Building, Ground Floor, Landsome Road, The Valley, AI 2640, The Valley,Anguilla, B.W.I. Our telephone number is (888) 374-2163.

History and Corporate Structure

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

Effective January 22, 1999, the Companyacquired the use of the second level domain name bingo.com and embarked on astrategy to become a leading online provider of bingo based games andentertainment.

Effective April 7, 2005, the shares ofBingo.com, Ltd. by way of a merger between Bingo.com, Inc. and Bingo.com,Ltd., began trading under the new ticker symbol "BNGOF".

Effective December 31, 2014 the URLwww.bingo.com and the online bingo business were sold to Unibet, plc.

On January 22, 2015, Bingo.com, Ltd. filedArticles of Amendment with the Anguilla Registrar of Companies changing itsname 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.

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On June 29, 2015, the Company filed aTSX Venture Exchange Listing Application forthe TSX Venture Exchange listing and commenced trading on July 2, 2015, under the symbol "SGW".

On April 4, 2019, Shoal Games Ltd. filedArticles of Amendment with the Anguilla Registrar of Companies changing itsname to "Kidoz Inc.". Effective at the open of markets on April 9, 2019,the Common Shares commenced trading under the new trading symbol "KIDZ" onthe TSX Venture Exchange.

We conduct our business through the Anguillaincorporated entity and through our wholly-owned subsidiaries Kidoz Ltd.("Kidoz Ltd."), Shoal Media (Canada) Inc. ("Shoal Media Canada"), ShoalGames (UK) plc ("Shoal UK"), Coral Reef Marketing Inc. ("Coral Reef"), ShoalMedia Inc. ("Shoal Media"), Rooplay Media Ltd. ("Rooplay Media"), ShoalMedia UK Ltd. ("Shoal Media UK"), and Rooplay Media Kenya Limited. ("RooplayKenya")

Shoal Media Canada was incorporated under thelaws 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 ManagementLimited on September 8, 2003. Effective March 11, 2016, it changed it nameto Shoal Media (Canada) Inc.

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

On January 21, 2008, Coral Reef MarketingInc., was incorporated under the laws of Anguilla, British West Indies.

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

On October 25, 2016, Rooplay Media Ltd., wasincorporated under the laws of British Columbia, Canada.

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

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

On March 4, 2019 the Company completed theacquisition of all of the issued and outstanding equity securities of KidozLtd. ("Kidoz") (www.kidoz.net), a privately held Israeli company.

The Company also maintains a number ofinactive wholly-owned subsidiaries. These are:

- Bingo.com (Antigua), Inc., ("Bingo.com (Antigua)") incorporated as anAntigua International Business Corporation on April 7, 1999, as StarCommunications Ltd. and changed its name to Bingo.com. (Antigua), Inc. onApril 21, 1999;

- Bingo.com (Wyoming), Inc., incorporated in the State of Wyoming onJuly 14, 1999;

- Bingo.com Acquisition Corp., incorporated in the State of Delaware onJanuary 9, 2001.

All three of the inactive subsidiaries wereincorporated to facilitate the implementation of business plans that we havesince modified and refocused and, consequently, there is no activity inthese entities.

Our common shares are currently quoted on theTSX Venture Exchange in Canada under the symbol "KIDZ". We have not beensubject to any bankruptcy, receivership or other similar proceedings.

Development of the Business

The focus of Kidoz Inc. is the developmentand expansion of the Kidoz KidSafe Advertising Network. As developments inprivacy laws in almost every country worldwide look to provide additionalprotection to digital minors by controlling digital services and,potentially in some cases, raising the age of minority, Kidoz's importancein the digital advertising eco-system increases.

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Kidoz Inc. Domain Names

Kidoz Inc. owns the domain names Kidoz.net,Rooplay.com, Shoalgames.com, Shoalgames.net, Shoalmedia.com,Garfieldsbingo.com, Trophybingo.com, Trophybingo.ca and Kidoz.net and manyother smaller domains.

BUSINESS OVERVIEW

Kidoz Inc. is a kid-tech software developerand owner of the leading mobile KidSafe advertising network. We help createa free and safe Internet for children, by enabling content producers tomonetize their apps and video with safe, relevant, and fun ads. Ourcommitment to children's privacy and safety has created one of the fastestgrowing mobile networks in the world.

Product Strategy

The Kidoz proprietary advertising system iscompliant with COPPA, GDPR-K and other regulations adopted to protectchildren in a complex digital world. While a closed proprietary systemdesign made sense for the initial phase of Kidoz, digital advertisingsystems are constantly evolving and Kidoz is no exception. Kidoz has madethe necessary technical investments to upgrade its advertising systems sothey are compatible with the latest IAB specifications forreal-time-bidding, header bidding, and server-to-server direct connections. By investing in the Kidoz platform in this manner we are increasing ourcommitment to protect children, increasing the value we offer to ourpublishing partners, and increasing the transparency we provide to theadvertisers on the Kidoz system.

Marketing & Distribution Strategy

Kidoz is growing rapidly because it is a coreB2B technology used by app developers to monetize their contentcompliantly. By addressing the privacy concerns of our users, the childrenfirst, we ensure regulatory compliance with privacy laws and Google andApple's strict rules for mobile apps on the Android and iOS platforms. Since Google's certification of Kidoz and Apple's updated rules endorsingKidoz's methodologies, the Company is experiencing unprecedented demand forits safe advertising solutions which now reaches more than 100,000,000 kidsa month. The Kidoz KidSafe ad technology is now installed in more than3,500 different apps, making it the most popular child focused mobilesolution in the market. Our Safe Ad Network offers publishers a uniquetechnology and monetization solution that every app with kids traffic canuse to compliantly monetize their content.

Sales & Pricing Strategy

Kidoz has a global sales agency partnershipstrategy that places local sellers into many nationaland international markets. The Kidoz network is a uniqueadvertising platform in the marketand commands high prices in top tier markets. The Company is tasked withgrowing revenues on the network from other regions in the world thatin the past havenot generatedsignificant revenue for the company despite providing considerable trafficon the network. 2019 saw more than 10agency sales partnerships established and as a result the Company secured arecord number of international bookings and revenues.

Growth Strategy

Acquisition of Kidoz Ltd.

During the year ended December 31, 2019, theCompany acquired all of the issued and outstanding shares of Kidoz Ltd.("Kidoz"), an Israel-based industry-leader in the global kids' contentdistribution and monetization marketplace.

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Trophy Bingo & Garfield's Bingo

The Company has the social bingo games TrophyBingo and Garfield's Bingo which are available on Apple's iOS, Google'sAndroid and Amazon Android systems. Revenue is generated in the games viain-app purchases and advertising.

OPERATIONS

Employees

As of December 31, 2019, we had thirteenfull-time employees, not including temporary personnel, consultants, andindependent contractors. Since 2006 it has been, and continues to be, theCompany's objective to control its costs by retaining consultants, asneeded, to provide special expertise in developing internal strategic,marketing, accounting and technical services. None of our employees orconsultants are represented by a labor union, and we believe that ourrelationship with our employees and consultants is good.

We are substantially dependent upon thecontinued services and performance of J. M. Williams, Co-Chief ExecutiveOfficer; Eldad Ben Tora, Co-Chief Executive Officer and T. M. Williams,Executive Chairman. The loss of the services of these key individuals wouldhave a material adverse effect on our business, financial condition andresults of operations. We do not carry any key man life insurance on anyindividuals.

Competition

Kidoz competes with otheradvertising technology providers that offer safe, COPPA compliant,products. These companies include Super Awesome and Google's Admob. Kidozoffers a highly customized and targeted offering to advertisers thatmanagement believes will enable the Company to grow and succeed in themarket.

Costs and Effects of Compliance with Environmental Laws

The Company is in the business of developingand marketing mobile products andservices for kids in a digital world.To the best of our knowledge, no federal, state or local environmental lawsare applicable to our business.

BRITISH COLUMBIA SECURITIES COMMISSION

Effective September 15, 2008, the BritishColumbia Securities Commission ("BCSC") issued rule 51-509 Issuers Quoted inthe U.S. Over-the-Counter Markets. Rule 51 - 509 requires allOver-the-Counter Companies that have connections to British Columbia (BC) tocomply with BC securities law and certain public disclosure requirements.The Company is deemed to have connection to BC due to the fact thatadministration and a director are located in BC. The Company has compliedwith rule 51-509 and registered and filed the necessary documents on SEDAR.The Company is deemed, due to the fact that there are less than 50% of theCompany's shareholders located in BC, to be a foreign reporting issuer inaccordance with NI 71-102 "Continuous Disclosure and Other ExemptionsRelating to Foreign Issuers". Therefore the Company is only required to filewhat it files with the Securities and Exchange Commission on SEDAR.

FINANCIAL INFORMATION ABOUT GEOGRAPHIC AREAS

The equipment of the Company to operate theoperations of the Company is located in Anguilla, Israel, United Kingdom,and Canada. The revenue from Ad Tech and in-app purchases is worldwide, withthe majority from Europe and the USA.

AVAILABLE INFORMATION

The Company makes available through theCorporate Kidoz Inc. section of its internet website athttp://investor.kidoz.net its annual report on Form 10-K, quarterly reportson Form 10-Q, current reports on Form 8-K, Press Releases, Research Reports,and amendments to those reports filed or furnished pursuant to Section 13(a)or 15(d) of the Exchange Act, as soon as reasonably practicable afterelectronically filing such material with the Securities and ExchangeCommission.

Page 7

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

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

We file our reports with the Securities andExchange Commission electronically through the Securities and ExchangeCommission's Electronic Data Gathering, Analysis and Retrieval ("EDGAR")system. The Securities and Exchange Commission maintains an Internet sitethat contains reports, proxy and information statements, and otherinformation regarding companies that file electronically with the Securitiesand Exchange Commission through EDGAR. The address of this Internet site ishttp://www.sec.gov.

ITEM 2. PROPERTIES.

Since 2005 our executive office is located inThe Valley, Anguilla, British West Indies. We commenced the present leaseagreement on April 1, 2010, for a period of one year.Unless 3 month's notice is given it automatically renews for a future 3months until notice is given. To dateno notice has been given. The monthly rental is $250.

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

During the year ended December 31, 2019, theCompany signed a five-year lease in Vancouver, Canada ending March 2024.This facility comprises approximately 1,459 square feet. The monthly rentalis approximately $3,487.

Kidoz Ltd. has an annual office lease inNetanya, Israel, with rent payable on a quarterly basis.The operating lease expired on July 14, 2017but unless 3 month's notice is given it automatically renews for a future 12months until notice is given. Thisfacility comprises approximately 190 square metres. The monthly rental isapproximately $3,133.

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

We believe that these facilities will beadequate to meet our requirements for the near future and that suitableadditional space will be available if needed. Other than described above,neither we, nor any of our subsidiaries presently own or lease any otherproperty or real estate.

ITEM 3. LEGALPROCEEDINGS.

We are not currently a party to any legalproceedings and were not a party to any other legal proceeding, during thefiscal year ended December 31, 2019. We are currently not aware of any legalproceedings proposed to be initiated against us. However, from time-to-time,we may become subject to claims and litigation generally associated with anybusiness venture.

ITEM 4 SUBMISSION OFMATTERS TO A VOTE OF SECURITY HOLDERS.

We held our Annual Meeting of Stockholders inAnguilla on November 27, 2019. The Annual Meeting was for thepurposes of amending the Articles ofIncorporation of the Company to change the maximum number of directors theCompany may have from 7 to 12; electing to set the number of directors to be7; electing our directors; and to ratify the appointment of Davidson &Company LLP, Chartered Professional Accountants, as our independent auditorsfor the 2019 fiscal year; to ratify our Rolling Stock Option plan; and forany other regular business. The Company issued a schedule 14A proxystatement to the shareholders on October 8, 2019.

All nominees for directors were elected; theproposed amending Articles of Incorporation was approved; the maximum numberof directors of the Company is now 12, with the current number of directorsbeing 7; the appointment of auditors was ratified; and the Rolling StockOption plan was ratified. The voting on each matter is set forth below:

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(a) To amend, by an ordinaryresolution, the Articles of Incorporation of the Company to change themaximum number of directors the Company may have from 7 to 12

For	Against	Abstain	Not Voted
52,204,815	165,325	0	1,372,806

(b) Elected to set the number ofdirectors to be 7.

For	Against	Abstain	Not Voted
52,350,440	19,700	0	1,372,806

(c) Elected the followingpersons to serve as directors until the next annual meeting or until theirsuccessors are duly qualified:

T. M. Williams

J. M. Williams

E. Ben Tora

F. Curtis (Non Executive Director)

C. Kalborg (Non Executive Director)

J. Mandelbaum (Non Executive Director)

M. David (Non Executive Director)

Election of the Directors of the Company.

Nominee	For	Abstain	Not Voted
T. M. Williams	52,348,565	21,575	1,372,806
J. M. Williams	52,348,565	21,575	1,372,806
E. Ben Tora	52,347,790	22,350	1,372,806
F. Curtis	52,346,565	23,575	1,372,806
C. Kalborg	52,347,790	22,350	1,372,806
J. Mandelbaum	52,347,790	22,350	1,372,806
M. David	52,351,190	18,950	1,372,806

(d) Approved the selection ofDavidson & Company LLP, Chartered Accountants as the Company's independentauditors for the fiscal year ending December 31, 2019.

For	Against	Abstain	Not Voted
53,724,560	0	18,386	0

(e) The ratification of theexisting Rolling Stock Option plan was approved.

For	Against	Abstain	Not Voted
53,307,073	63,607	0	1,372,806

Mr. Jason Williams and Mr. Eldad Ben Torawill continue as Co-CEO of the Kidoz Inc. (previously Shoal Games Ltd.)organization and Mr. T. M. Williams, will continue to serve as ExecutiveChairman.

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PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUERPURCHASES OF EQUITY SECURITIES.

Our common stock is currently quoted on theTSX Venture Exchange in Canada under the symbol "KIDZ".

On March 19, 1997, our common stock wasapproved for trading on the National Association of Securities Dealers OTCBulletin Board (the "OTCBB") under the symbol "PGLB". In January 1999, whenwe changed our name to Bingo.com, Inc., our OTCBB symbol was changed to"BIGG". On July 26, 1999, we changed our trading symbol from "BIGG" to"BIGR". On April 7, 2005, Bingo.com, Inc. completed a merger with itswholly- owned subsidiary Bingo.com, Ltd. The principal reason for Bingo.com,Inc.'s merger with its subsidiary Bingo.com, Ltd. was to facilitateBingo.com, Inc.'s reincorporation under the International Business CompaniesAct of Anguilla, B.W.I. Effective April 7, 2005, the shares of Bingo.com,Ltd. began trading under the new ticker symbol "BNGOF". In 2011, wetransferred to the Over the Counter Markets - The Venture Marketplace("OTCQB") operated by OTC Markets Group Inc., whilst continuing our tickersymbol "BNGOF". During the year ended December 31, 2015, the Company changedits name to Shoal Games Ltd. and changed our trading symbol on the OTCQBfrom "BNGOF" to "SGLDF".

Effective July 2, 2015, the Companyadditionally commenced trading on the TSX Venture Exchange in Canada("TSXV") under the symbol "SGW". On December 31, 2019 our shares were HaltTraded on the TSXV pending completion of our acquisition of Kidoz Ltd. TheHalt Trade was rescinded on March 7, 2019, after our announcement on March4, 2019 that we had successfully completed the acquisition of all of theKidoz Ltd. shares. Effective January 7, 2019, our shares ceased to bequoted on and traded through the OTCQB due to the TSXV Halt Trade. TheCompany has decided not to reinstate the quotation of its shares on theOTCQB, due to the small number of trades effected through the OTCQBsubsequent to our shares being listed on the TSXV on July 2, 2015.

Effective April 4, 2019, the Company receivedapproval from the TSX Venture Exchange (the "Exchange") to change its nameto "Kidoz Inc." and to have its shares trade under the new symbolTSXV:KIDZ. The common shares of the Company began trading on the Exchangeunder the new name and symbol at market open on Tuesday, April 9, 2019. Theshares continue to be quoted on the OTC under the symbol "KDOZF". The bidquotations set forth below, reflect inter-dealer prices, without retailmark-up, mark-down or commission and may not reflect actual transactions.

<br> ****	TSX-V - KIDZ		OTCQB - KDOZF
Quarter Ended	High (1)<br> <br>CAD$	Low (1)<br> <br>CAD$	High (1)<br> <br>US$	Low (1)<br> <br>US$
December 31, 2019	$0.48	$0.25	$0.38	$0.19
September 30, 2019	$0.55	$0.35	$0.43	$0.19
June 30, 2019	$0.61	$0.35	$0.44	$0.23
March 31, 2019	$0.56	$0.52	$0.42	$0.39
December 31, 2018	$0.52	$0.35	$0.48	$0.29
September 30, 2018	$0.59	$0.40	$0.55	$0.24
June 30, 2018	$0.67	$0.42	$0.60	$0.30
March 31, 2018	$0.67	$0.35	$0.60	$0.29

1. Prices as per Yahoo! ^TM^Finance

OnApril 22, 2020,the last reported sale price of our common stock, as reported by the TSXVenture Exchange, was CAD$0.30per share.

As of April 22, 2020, we believe there are approximately 1,089shareholders (including nominees and brokers holding street accounts) of ourshares of common stock.

Page 10

Other than described above, our shares ofcommon stock are not and have not been listed on any other exchange.

Dividend Policy

We have not declared or paid any cashdividends on our common stock since our inception. The Board of Directorsis presently reviewing the Company's dividend policy. Any future payment ofdividends will depend upon our results of operations, financial condition,cash requirements and other factors deemed relevant by our Board ofDirectors.

Recent Sales of Unregistered Securities

During the period ended March 31, 2019,the Company closed a TSX VentureExchange approved private placement financing totaling $2,000,000.The private placement consisted of 5,000,000common shares priced at $0.40 per share. Pursuant to the private placementthe Company paid a commission of $200,000 and incurred share issuanceexpense of $36,800.

During theperiod ended March 31, 2019, theCompany issued 52,450,286 shares for totalconsideration of $20,603,655 in the acquisition of all the issued andoutstanding ordinary and preferred shares in the capital stock of KidozLtd., a company incorporated under the laws of the State of Israel.

During the period ended March 31, 2018, awarrant holder exercised their warrant for 15,000 shares at $0.44 per shareraising a total of $6,600.

During the period ended March 31, 2018, theCompany closed a TSX Venture Exchange approved private placement financingtotaling $2,551,500. The private placement consisted of 7,290,000 sharespriced at $0.35 per share. Pursuant to the private placement the Companypaid a commission of $253,750 and incurred share issuance expense of$18,342.

During the period ended June 30, 2018, therelated party warrant holders exercised their warrants for 1,200,000 sharesat CAD$0.65 (US$0.50) per share through the settlement of the promissorynotes, in a non-cash transaction.

Securities authorized for issuance underequity compensation plans.

In 2015, the shareholders approved the 2015Rolling Stock Option plan. Under the 2015 plan we have reserved 10% of thenumber of Shares of the Company issued and outstanding as of each AwardDate. Pursuant to this plan we have 3,200,750 stock purchase options (2018 -3,575,000) outstanding at December 31, 2019. During the year ended December31, 2019, there were nil (2018 - nil) options exercised and 374,250 (2018 -160,000) options cancelled, issued under this plan.

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Equity Compensation Plan Information

Plan category	Number of securities to be issued upon exercise of outstanding options and rights	Weighted average exercise price of outstanding options and rights	Number of securities remaining available for future issuance
****	(a)	(b)	(c)
Equity compensation plans approved by security holders	3,200,750	0.45	9,911,749
Equity compensation plans not approved by security holders	0	0	0
Total	3,200,750	0.45	9,911,749

As of the date of this report no furtheroptions have been awarded and 70,000 optionswere cancelledunexercised subsequent to the year ended December 31,2019.

Page 12

ITEM 6.SELECTED FINANCIAL DATA:

				Year Ended December 31,
		2019		2018		2017		2016		2015
Consolidated Balance Sheet Data:				<br>				<br>		<br>
Cash	$	967,212	$	641,536	$	478,397	$	60,190	$	570,086
Total assets		9,786,640		769,633		557,853		129,093		1,129,526
Total liabilities		1,379,299		90,805		705,262		444,680		177,792
Total stockholders' equity (deficit)		8,407,341		678,828		(147,409)		(315,587)		951,734
Working capital		2,192,505		662,573		345,184		13,896		454,447

Consolidated Statement ofOperations Data for continuing operations:

				Year Ended December 31,
		2019		2018		2017		2016		2015
Revenue	$	4,517,379	$	106,978	$	93,475	$	278,921	$	111,610
Cost of sales		2,778,911		-		-		-		-
Trophy Bingo amortization		-		-		-		482,013		482,012
Gross (loss) profit		1,738,468		106,978		93,475		(203,092)		(370,402)
Operating expenses excluding interest and other income (expenses)		(2,632,399)		(2,799,832)		(1,856,717)		(2,443,728)		(2,608,727)
Acquisition of subsidiary		(190,228)		-		-		-		-
Amortization of right-of-use assets		(72,416)		-		-		-		-
Depreciation and amortization		(473,854)		(5,614)		(4,068)		(3,570)		(3,467)
Gain on derivative liability - warrants		-		44,572		78,712		-		-
Impairment of goodwill		(13,877,385)		-		-		-		-
Interest and other income		3,302		8,634		18		155		1,089
Income tax recovery / (expense)		850,280		89,521		30,761		(1,294)		(480)
Promissory note accretion and interest		-		(37,090)		(84,132)		(5,982)		-
Loss on prepaid development		-		-		-		(498,791)		-
Net loss from continuing operations	$	(14,654,232)	$	(2,592,831)	$	(1,741,951)	$	(3,156,302)	$	(2,981,987)
Discontinued Operations
Gain from the sale of the domain name		-		-		-		-		16,305
Net loss	$	(14,654,232)	$	(2,592,831)	$	(1,741,951)	$	(3,156,302)	$	(2,965,682)
Basic and diluted net loss per share from continuing operations	$	(0.12)	$	(0.04)	$	(0.03)	$	(0.05)	$	(0.05)
Weighted average common shares outstanding		121,208,912		72,111,456		61,730,928		58,227,957		55,812,511

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ITEM 7. MANAGEMENT'S DISCUSSION ANDANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The information contained in thisManagement's Discussion and Analysis or Plan of Operation contains "forwardlooking statements." Actual results may materially differ from thoseprojected in the forward looking statements as a result of certain risks anduncertainties set forth in this report. Although management believes thatthe assumptions made and expectations reflected in the forward lookingstatements are reasonable, there is no assurance that the underlyingassumptions will, in fact, prove to be correct or that actual future resultswill not be materially different from the expectations expressed in thisAnnual Report. The following discussion should be read in conjunction withthe audited Consolidated Financial Statements and related Notes theretoincluded in Item 7 and with the Special Note regarding forward-lookingstatements included in Part I.

OVERVIEW

Since Google's certificationof Kidoz and Apple's updated rules endorsing Kidoz's methodologies, theCompany is experiencing unprecedented demand for its safe advertisingsolutions which now reaches more than 100,000,000 kids a month. Advertisersbenefit from the brand safety that our technology creates and the compliantcontextual targeting opportunities that we deliver. However, the greatestbenefit that Kidoz brand advertisers enjoy is the quality of the mediaavailable on the network. As Kidoz is a mobile network, our users arehighly engaged on their devices at the time advertising is delivered whichresults in excellent performance.

In 2019, Kidoz secured aleadership position in the market amongst app developers and the segment isonly beginning to develop as new rules and stricter regulations are beingenacted and enforced by Google, Apple, and governments around the world whoare demanding privacy and safety for children online. The Kidoz KidSafe adtechnology is now installed in more than 3,500 different apps, making it themost popular child focused mobile solution in the market. Our Safe AdNetwork offers publishers a unique technology and monetization solution thatevery app with kids traffic can use to compliantly monetize their content.

Driving our revenue growth isstrong underlying system growth for both users and publishers that are usingour Kid Safe technology. Media budgets continue to shift from linear TV todigital platforms like KIDOZ as brands seek to engage their customers wherekids spend most of their screen time. As mobile penetration among kidscontinues to increase the global usage of mobile is steadily increasing. Inaddition, regulation at the government level is positively influencinggrowth of the KIDOZ Safe Ad Network. COPPA in America and GDPR in Europehave forced advertisers and publishers to ensure their data and advertisingmethodologies are safe. Regulators in America are considering updating COPPAto further enhance child safety online, and regulators in China, India andother regions are considering similar measures. As KIDOZ is compliant, itbenefits from all child-safe advertising regulation.

Building on our performance in2019, we plan to continue our successful growth strategies in 2020. Oursales, product, and operational strategies are custom fit to match thefavourable regulatory, consumer, and technological trends occurring in themarket. As developments in privacy laws in almost every country worldwidelook to provide additional protection to digital minors by controllingdigital services and, potentially in some cases, raising the age ofminority, Kidoz's importance in the eco-system increases. For consumers,the ubiquity of mobile devices and increasing mobile usage is a longestablished trend. For children growing up in a digital world mobile istheir preferred device and with kids representing more than thirty percentof internet users globally, children are a consumer segment of immense sizeand influence.

CRITICAL ACCOUNTING POLICIES

The following discussion of criticalaccounting policies is intended to supplement the Summary of SignificantAccounting Policies presented as Note 2 to our audited consolidatedfinancial statements presented elsewhere in this report. Note 2 summarizethe accounting policies and methods used in the preparation of ourconsolidated financial statements. The policies discussed below wereselected because they require the more significant judgments and estimatesin the preparation and presentation

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of our financial statements. On anongoing basis, management evaluates these judgments and estimates, includingwhether there are any uncertainties as to compliance with the revenuerecognition criteria described below, and recoverability of long-livedassets, as well as the assessment as to whether there are contingent assetsand liabilities that should be recognized or disclosed for the consolidatedfinancial statements to fairly present the information required to be setforth therein. We base our estimates on historical experience, as well asother events and assumptions that are believed to be reasonable at the time.Actual results could differ from these estimates under different conditions.

We consider the following accountingpolicies to be both those most important to the portrayal of our financialcondition and require the most subjective judgment:

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

Revenue Recognition

Inaccordance with ASC 606, Revenue from Contracts with Customers, revenue isrecognized when a customer obtains control of promised services. The amountof revenue recognized reflects the consideration to which the Companyexpects to be entitled to receive in exchange for these services.

We derivesubstantially all of our revenue from the sale of Ad tech advertisingrevenue.

To achieve thiscore principle, the Company applied the following five steps:

1) Identify the contract with a customer

A contract with acustomer exists when (i) the Company enters into an enforceable contractwith a customer that defines each party's rights regarding the services tobe transferred, whose impression count will form the basis of the revenueand identifies the payment terms related to these services, (ii) thecontract has commercial substance and, (iii) the Company determines thatcollection of substantially all consideration for services that aretransferred is probable based on the customer's intent and ability to paythe promised consideration. The Company applies judgment in determining thecustomer's ability and intention to pay, which is based on a variety offactors including the customer's historical payment experience or, in thecase of a new customer, published credit and financial informationpertaining to the customer.

2)Identify the performance obligations in the contract

Performanceobligations promised in a contract are identified based on the services thatwill be transferred to the customer that are both capable of being distinct,whereby the customer can benefit from the service either on its own ortogether with other resources that are readily available from third partiesor from the Company, and are distinct in the context of the contract,whereby the transfer of the services is separately identifiable from otherpromises in the contract. To the extent a contract includes multiplepromised services, the Company must apply judgment to determine whetherpromised services are capable of being distinct and distinct in the contextof the contract. If these criteria are not met the promised services areaccounted for as a combined performance obligation.

3)Determine the transaction price

The transactionprice is determined based on the consideration to which the Company will beentitled in exchange for transferring services to the customer. None of theCompany's contracts contain financing or variable consideration components.

4)Allocate the transaction price to performance obligations in the contract

Page 15

pricebasis. The Company determines standalone selling price based on the price atwhich the performance obligation is sold separately. If the standaloneselling price is not observable through past transactions, the Companyestimates the standalone selling price taking into account availableinformation such as market conditions and internally approved pricingguidelines related to the performance obligations.

5)Recognize revenue when or as the Company satisfies a performance obligation

The Companysatisfies performance obligations at a point in time as discussed in furtherdetail under "Disaggregation of Revenue" below. Revenue is recognized at thetime the related performance obligation is satisfied by transferring apromised service to a customer.

Disaggregation ofRevenue

All of theCompany's performance obligations, and associated revenue, are generallytransferred to customers at a point in time. The Company has the followingrevenue streams:

1)Adtech advertising revenue - The Company generally offers these services undera customer contract Cost-per-Impression (CPM), Cost-Per-Install or CPIarrangements, Cost per completed video view or CPC and/or Cost-Per-Action orCPA arrangements with third-party advertisers and developers, as well asadvertising aggregators, generally in the form of insertion orders thatspecify the type of arrangement (as detailed above) at particular set budgetamounts/restraints. These advertiser customer contracts are generally shortterm in nature at less than one year as the budget amounts are typicallyspent in full within this time period. These agreements typically includethe delivery of Ad tech advertising through partner networks, defined aspublishers / developers, to home screens of devices and agree on whoseresults will be relied on from a revenue point of view. The Company hasconcluded that the delivery of the Ad tech advertising is delivered at apoint in time and, as such, has concluded these deliveries are a singleperformance obligation. The Company invoices fees which are generallyvariable based on the arrangement, which would typically include the numberof impressions delivered at a specified price per application. Forimpressions delivered, revenue is recognized in the month in which theCompany delivers the application to the end consumer.

2) Contentrevenue - The Company recognizes content revenue on the following forms ofrevenue:

a) Carriers andOEMs - The Company generally offers these services under a customer contractper tablet device license fee model with OEMs. Monthly or quarterly licensefees are based on the OEM agreement with the number of devices the Kidoz KidMode is installed upon.

b) Rooplay - TheCompany generates revenue through subscriptions or premium sales of Rooplay,(www.rooplay.com) the cloud-based EduGame system for kids to learn and playwithin its games on smartphones and tablet devices, such as Apple's iPhoneand iPad, and mobile devices utilizing Google's Android operating system.Users can download the Company's games through Digital Storefronts anddecide to subscribe to the multiple of educational and fun games in theRooplay, cloud-based EduGame system or make a premium per purchase ofparticular games. The revenue is recognized net of platform fees.

c) Rooplaylicensing - The Company licenses it branded educational games under amonthly cost per game agreement license fee model. Monthly license fees arebased on the number of games licensed.

Page 16

and iOS and pay to acquirevirtual currency which can be redeemed in the game for power plays. Theinitial download of the mobile game from the Digital Storefront does notcreate a contract under ASC 606 because of the lack of commercial substance;however, the separate election by the player to make an in-applicationpurchase satisfies the criterion thus creating a contract under ASC 606. TheCompany has identified the following performance obligations in thesecontracts:

i. Ongoing game related services such as hosting of game play, storage ofcustomer content, when and if available content updates, maintaining thevirtual 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 accessto the virtual items within the game.

Neither of theseobligations are considered distinct since the actual mobile game and therelated ongoing services are both required to purchase and benefit from therelated virtual items. As such, the Company's performance obligationsrepresent a single combined performance obligation which is to make the gameand the ongoing game related services available to the players. The revenueis recognized net of platform fees.

The Company alsohas relationships with certain advertising service providers foradvertisements within smartphone games and revenue from these advertisingproviders is generated through impressions, clickthroughs, banner ads, andoffers. Offers are the type of advertisements where the players are rewardedwith virtual currency for completing specified actions, such as downloadinganother application, watching a short video, subscribing to a service orcompleting a survey. The Company has determined the advertising buyer to beits customer and displaying the advertisements within the mobile games isidentified as the single performance obligation. Revenue from advertisementsand offers are recognized at the point-in-time the advertisements aredisplayed in the game or the offer has been completed by the user as thecustomer simultaneously receives and consumes the benefits provided fromthese services.

SoftwareDevelopment Costs

Softwaredevelopment costs incurred in the research and development of new softwareproducts and enhancements to existing software products for external use areexpensed as incurred, until technological feasibility has been established.After technological feasibility is established, any software developmentcosts are capitalized and amortized at the greater of the straight-linebasis over the estimated economic life of the related product or the ratiothat current gross revenues for a product bear to the total of current andanticipated future gross revenues for the related product.

If adetermination is made that capitalized amounts are not recoverable based onthe estimated cash flows to be generated from the applicable software, anyremaining capitalized amounts are written off. Although the Company believesthat its approach to estimates and judgments as described herein isreasonable, actual results could differ and the Company may be exposed toincreases or decreases in revenue that could be material. As at December 31,2019 and 2018, all capitalized software development costs have been fullyamortized and the Company has no capitalized software development costs.

Total software development costs were$7,730,851 as at December 31, 2019 (2018 - $6,716,810).

Impairment of Long-lived Assets

The Company accounts for long-lived assets inaccordance with the provisions of ASC 360, Property, Plant and Equipment andASC 350, Intangibles-Goodwill and Others. During the periods presented, theonly long-lived assets reported on the Company's consolidated balance sheetare equipment, and security deposits. These provisions require thatlong-lived assets and certain identifiable recorded intangibles be reviewedfor impairment whenever events or changes in circumstances indicate that thecarrying amount of an asset may not be recoverable. Recoverability ofassets to be held and used is

Page 17

measured by a comparison of the carryingamount of an asset to future net cash flows expected to be generated by theasset.

If such assets are considered to be impaired, theimpairment to be recognized is measured by the amount by which the carryingamount of the assets exceeds the fair value of the assets. Assets to bedisposed of are reported at the lower of the carrying amount and the fairvalue less costs to sell.

The Companydid not consider it necessary to record any impairment charges for the yearended December 31, 2019.

Goodwill

TheCompany accounts for goodwill in accordance with the provisions of ASC 350,Intangibles-Goodwill and Others. Goodwill is the excess of the purchaseprice over the fair value of identifiable assets acquired, less liabilitiesassumed, in a business combination. The Company reviews goodwill forimpairment. Goodwill is not amortized but is evaluated for impairment atleast annually or whenever events or changes in circumstances indicate thatit is more likely than not that the carrying amount may not be recoverable.The evaluation begins with a qualitative assessment to determine whether aquantitative impairment test is necessary. If, after assessing qualitativefactors, we determine it is more likely than not that the fair value of thereporting unit is less than the carrying amount, then the quantitativegoodwill impairment test is performed.

The quantitative goodwill impairment test used toidentify both the existence of impairment and the amount of impairment loss,compares the fair value of a reporting unit with its carrying amount and isbased on discounted future cash flows, and a market approach, based onmarket multiples applied to free cash flow. The determination of the fairvalue of our reporting units requires management to make significantestimates and assumptions including the selection of control premiums,discount rates, terminal growth rates, forecasts of revenue and expensegrowth rates, income tax rates, changes in working capital, depreciation,amortization and capital expenditures. Changes in assumptions concerningfuture financial results, exogenous market conditions or other underlyingassumptions could have a significant impact on either the fair value of thereporting unit or the amount of the goodwill impairment charge. If thecarrying value of the reporting unit exceeds its fair value, an impairmentloss is recognized in an amount equal to that excess, limited to the totalamount of goodwill allocated to that reporting unit.

During the year ended December 31, 2019, theCompany deemed there was an impairment of the goodwill and recognized animpairment of $13,877,385.

SOURCES OF REVENUE ANDREVENUE RECOGNITION

We generate our revenue from the following:

- The sale of Ad Tech advertising including banners, in-gameadvertising, completed view videos and playable ads.

- The sale of licensing including our KIDOZ OS platform loaded on newmachines and tablets

- The sale of in-app purchases in, Garfield's Bingo and Trophy Bingo inthe Google play, Apple iOS and Amazon App stores.

- In-game advertising, whereby players watch advertising to gainin-game currency.

- The sale of advertising on our websites. We recognize revenue on thisbasis based on the amount paid to us upon the delivery and fulfillment ofadvertising, provided that the collection of the resulting receivable isprobable.

- Consumer subscription from players paying to unlock the Rooplay gamecatalog and Kidoz OS platform.

- The sale of premium purchases of Rooplay Originals (Branded EdTechgames for children and families) in the Google play and Apple iOS stores.

- Sales of licenses for our Rooplay Originals games.

- Research revenue from the sale of data andindustry information.

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SUPPLEMENTARY FINANCIALINFORMATION

Quarterly Results of Operations

The following tables present our unauditedconsolidated quarterly results of operations for each of our last eightquarters. This data has been derived from unaudited consolidated financialstatements that have been prepared on the same basis as the annual auditedconsolidated financial statements and, in our opinion, include all normalrecurring adjustments necessary for the fair presentation of suchinformation. These unaudited quarterly results should be read in conjunctionwith our audited consolidated financial statements, included in Item 8 ofthis report.

				Three Months Ended
		December 31, 2019		September 30 2019		June 30<br> <br>2019		March 31<br> <br>2019
		(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Revenue	$	2,122,109	$	1,271,028	$	818,286	$	305,956
Cost of sales		1,272,639		753,987		574,324		177,961
Gross profit		849,470		517,041		243,962		127,995
Operating expenses and other income / (expenses)		(632,949)		(668,794)		(642,282)		(757,488)
Acquisition of subsidiary		-		-		4,835		(195,063)
Depreciation and amortization		(462,221)		(5,074)		(4,811)		(1,748)
Impairment of goodwill		(13,877,385)		-		-		-
Loss before income taxes		(14,123,085)		(156,827)		(398,296)		(826,304)
Income tax recovery		752,385		97,895		-		-
Loss after tax	$	(13,370,700)	$	(58,932)		(398,296)		(826,304)
Basic and diluted loss per share	$	(0.11)	$	(0.00)	$	(0.00)	$	(0.01)
Weighted average common shares, basic and diluted		131,124,989		131,124,989		131,124,989		90,909,789
				Three Months Ended
---	---	---	---	---	---	---	---	---
		December 31, 2018		September 30 2018		June 30<br> <br>2018		March 31<br> <br>2018
		(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Revenue	$	17,342	$	40,942	$	24,343	$	24,351
Cost of sales		-		-		-		-
Gross profit		17,342		40,942		24,343		24,351
Operating expenses and other income / (expenses)		(477,051)		(436,623)		(1,209,805)		(668,719)
Depreciation and amortization		(1,626)		(1,495)		(1,404)		(1,089)
Gain on derivative liability - warrants		-		-		215,687		(171,115)
Promissory note accretion and interest		-		-		(18,294)		(18,796)
Loss before income taxes		(460,335)		(397,176)		(989,473)		(835,368)
Income tax recovery		89,521		-		-		-
Loss after tax	$	(370,814)	$	(397,176)		(989,473)		(835,368)
Basic and diluted loss per share	$	(0.01)	$	(0.01)	$	(0.01)	$	(0.01)
Weighted average common shares, basic and diluted		73,674,703		73,674,703		72,764,813		68,254,870

Our financial statements and relatedschedules are described under "Item 8. Financial Statements".

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RESULTS OF OPERATIONS

Years Ended December31, 2019 and 2018

Revenue

Total revenue, net of platform fees (toApple, Google and Amazon) and withholding taxes, for the year ended December31, 2019 increased to $4,517,379, an increase over total revenue net of feesand withholding taxes of $106,978 for fiscal 2018. Ad Tech advertisingrevenue for the year ended December 31, 2019, was $3,828,914. Contentrevenue for year ended December 31, 2019 increased to $688,465, an increaseover content revenue of $106,978 for fiscal 2018. The increase in totalrevenue over fiscal 2018 is due to the acquisition of Kidoz Ltd. and strongdemand for kid-safe advertising generated by the introduction of strongregulations worldwide.

Selling and marketing expenses

Sales and marketing expenses for the yearended December 31, 2019 were $369,321, an increase of 5% over selling andmarketing expenses of $352,770 for fiscal 2018. The increase in sales andmarketing expenses over fiscal 2018 was due to our business focus change andthe acquisition of Kidoz Ltd. Selling and marketing expenses consistprimarily of sales staff salaries and benefits and publishing services anduser acquisition costs incurred to acquire game players.

We expect toincur increased sales and marketing expenses in growing the Ad techadvertising revenue and to bring new players to Rooplay; our RooplayOriginals; and our bingo games. There can be no assurances that theseexpenditures will result in increased traffic or significant additionalrevenue.

General andadministrative expenses

General and administrative expenses consistprimarily of premises costs for our offices and development facilities,legal and professional fees, and other general corporate and officeexpenses. General and administrative expenses increased to $526,914 for theyear ended December 31, 2019, an increase of 94% from general andadministrative expenses of $271,277 in fiscal 2018. The increase in generaland administrative expenses due to the reorganization costs incurred inconnection with the acquisition of Kidoz Ltd.

We expect to continue to incur general andadministrative expenses to support the business, and there can be noassurances that we will be able to generate sufficient revenue to coverthese expenses.

Salaries, wages, consultants and benefits

Salaries, wages, consultants and benefitsincreased to $722,741 for the year ended December 31, 2019, an increase of17% over salaries, wages, consultants and benefits of $618,279 for fiscal2018. These increases over fiscal 2018, is due the acquisition of KidozLtd.

Depreciation andamortization

Intangible assets are amortized using astraight-line method over three to eight years. These intangible assetsinclude customer lists, the technology for Kidoz OS and the softwaredevelopment kits for advertising platform. These intangible assets are asresult of the acquisition of Kidoz Ltd. The amortization for the year endedDecember 31, 2019, was $463,394.

Equipment is depreciated using the decliningbalance method over the useful lives of the assets, ranging from three tofive years. Depreciation increased to $10,460 during the year endedDecember 31, 2019, over depreciation of $5,614 in fiscal 2018. This increasein depreciation and amortization compared to fiscal 2018, is due to theacquisition of Kidoz Ltd., the disposal of old obsolete equipment and thedepreciation on new equipment.

Content and software development

We do not capitalize our development costs. Content and software development costs of$1,014,041 were expensed for year endedDecember 31, 2019, an increase of 7% from content and software developmentcosts of $948,334 expensed for fiscal 2018. These increases over fiscal2018, is due the acquisition of Kidoz Ltd.

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Stock-basedcompensation expense

During the year ended December 31, 2019, theCompany incurred non-cash stock compensation expenses of $15,890 as a resultof options granted in 2017 and 2018. There were no options granted in fiscal2019. This compares to non-cash stock compensation expenses in fiscal 2018of $595,580 from the issuance of 855,000 stock options at CAD$0.54 peroption and the issuance of 1,275,000 stock options at USD$0.50 per option. The options granted in fiscal 2018, are issued to consultants and employeesas per the Companies 2015 Rolling Stock Option Plan.

Otherincome and expenses

During the year ended December 31, 2019, theCompany has a foreign exchange gain of $26,008 compared to foreign exchangeloss of $9,092 in the prior year. These losses are due to the exchange ratemovements of the US Dollar compared to the Pound Sterling. Israeli Shekeland the Canadian Dollar.

During the year ended December 31, 2019, wereceived interest income of $3,032 compared to interest income of $8,634 inthe prior year. The interest income is received from bank term deposits frominvesting our cash. The increase in interest income is due to lower bankaccount balances in fiscal 2019 compared to fiscal 2018.

During the year ended December 31, 2018, theCompany closed a TSX Venture Exchange approved non-brokered privateplacement financing totaling CAD$1.045 million. The private placementconsisted of 2,323,779 units priced at CAD$0.45 ($0.34) per unit. Each Unitwas comprised of one common share and one share purchase warrant. Thewarrants had an exercise price in Canadian dollars whilst the Company'sfunctional currency is US Dollars. Therefore, in accordance with ASU 815 -Derivatives and Hedging, the warrants have a derivative liability value.This liability value has no effect on the cashflow of the Company and doesnot represent a cash payment of any kind. During the year ended December 31,2018, the Company recognized a gain of $44,572 compared to a gain $78,712 onthis derivative liability in the prior year.

Acquisition of subsidiary

Amortization ofright-of-use assets

On January 1, 2019, the Company adopted ASCTopic 842 using the modified retrospective transition method. Topic 842requires the recognition of lease assets and liabilities for operatingleases. The Company recognized right-of-use assets relating to the brandlicenses and the Vancouver, Canada and Anguillian office rental. During theyear ended December 31, 2019, the Company amortized $72,416 of right-of-useassets.

Impairment of goodwill

During the year ended December 31, 2019, theCompany recognized impairment of goodwill relating to the acquisition ofKidoz Ltd. of $13,877,385. The Company is required to do an annual cashflowforecast in accordance with the provisions of ASC 350Intangibles-Goodwill and Others. Thiscashflow forecast includes forecasting future revenues and make significantestimates and assumptions including the selection of control premiums,discount rates, terminal growth rates, forecasts of revenue and expensegrowth rates, exogenous market conditions, income tax rates, changes inworking capital, depreciation, amortization and capital expenditures. The Company considered marketconditions including the existing challenges to the world economy due toCOVID-19 and deemed the impairment write down advisable.

Income taxes

During the year ended December 31, 2019 and2018, a subsidiary of the Company applied for a Canadian tax credit inrelation to fiscal 2018 and 2017. The Company received a tax credit of$98,075 in fiscal 2019 and $89,521 in fiscal 2018. During the year endedDecember 31, 2019, the Company recognized an impairment to the goodwill andrealized $752,205 in deferred tax assets.

Page 21

During the year ended December 31, 2005,Bingo.com, Inc. merged with its subsidiary Bingo.com, Ltd. in Anguilla,British West Indies. Anguilla is a zero-tax jurisdiction.

Net loss and loss per share

The net loss after taxation for the yearended December 31, 2019, amounted to ($14,654,232) a loss of $0.12 pershare, compared to a net loss of ($2,592,831), a loss of $0.04 per share, inthe year ended December 31, 2018. Earnings before interest; depreciationand amortization; stock-based compensation and impairment of goodwill("EBITDA") for the year ended December 31, 2019, amounted to ($779,966),compared to EBITDA of ($2,007,754) in the year ended December 31, 2018.

LIQUIDITY AND CAPITAL RESOURCES

We had cash of $967,212 and working capitalof $2,192,505 at December 31, 2019. This compares to cash of $641,536 andworking capital of $662,573 at December 31, 2018.

During the year ended December 31, 2019, weused cash of $1,210,357 in operating activities compared to using cash of$2,108,797 in the prior year.

Net cash generated by financing activitieswas $1,405,422 in the year ended December 31, 2019, which compares to cashgenerated by financing activity of $2,284,085 in fiscal 2018. This cashgenerated by financing activity is due to the cash raised from the privateplacement during the year ended December 31, 2019 compared to the cashraised from the private placements and warrant exercise during the yearended December 31, 2018.

Cash of $130,611 was used in investingactivities in fiscal 2019, compared to $12,149 in the prior year. Thisincrease in cash used in investing activities is due to the acquisition ofKidoz Ltd during the year ended December 31, 2019.

Our future capital requirements will dependon a number of factors, including costs associated with the furtherdevelopment of the Ad tech advertising business, the further development ofthe content platform including, Rooplay; Rooplay Originals; Garfield's Bingoand Trophy Bingo; the cost of marketing and player acquisition costs forRooplay; Rooplay Originals; Garfield's Bingo and Trophy Bingo, thedevelopment of new products, the acquisition of new companies and thesuccess of Rooplay; Rooplay Originals; Garfield's Bingo and Trophy Bingo.

Off Balance Sheet Arrangements

We did not have any Off Balance sheetarrangements for the year ended December 31, 2019 and 2018.

AUDITCOMMITTEE

Our audit committee consists of fourdirectors and reports to the Board of Directors. The audit committee meetsregularly throughout the year and met with the independent auditors on March25, 2020, and approved the financial statements for the year ended December31, 2019.

ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Page ****22

KIDOZ INC.and subsidiaries

(Previously"Shoal Games Ltd.")

Consolidated Financial Statements

Years ended December 31, 2019 and 2018

Report of Independent Registered Public Accounting Firm for the year ended December 31, 2019 and 2018	24
Consolidated Financial Statements<br><br>
Consolidated Balance Sheets	25
Consolidated Statements of Operations <br><br>	26
Consolidated Statements of Stockholders' Equity (Deficiency) <br><br>	27
Consolidated Statements of Cash Flows <br><br>	28
Notes to Consolidated Financial Statements <br><br>	29

Page 23

DAVIDSON & COMPANY LLP~~~~Chartered Accountants~~~~A Partnership of Incorporated Professionals

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders andDirectors of

Kidoz Inc. (previously ShoalGames Ltd.)

Opinion on theConsolidated Financial Statements

We have audited the accompanyingconsolidated balance sheets of Kidoz Inc.(previously "Shoal Games Ltd.")(the "Company"), as of December 31, 2019 and 2018, and the relatedconsolidated statements of operations, stockholders' equity(deficiency), and cash flows for the years ended December 31, 2019 and 2018,and the related notes (collectively referred to as the "financialstatements"). In our opinion, the consolidated financial statements presentfairly, in all material respects, the financial position of Kidoz Inc.(previously "Shoal Games Ltd.")as of December 31, 2019 and 2018, and the results of its operations and itscash flows for the years ended December 31, 2019 and 2018, in conformitywith accounting principles generally accepted in the United States ofAmerica.

Going Concern

The accompanying consolidated financialstatements have been prepared assuming that the Company will continue as agoing concern. As discussed in Note 1 to the consolidated financialstatements, the Company has reported losses from operations thatraise substantial doubt about its ability to continue as a going concern.Management's plans in regard to these matters are also described in Note 1.The consolidated financial statements do not include any adjustments thatmight result from the outcome of this uncertainty.

Basis for Opinion

These consolidatedfinancial statements are the responsibility of the Company's management. Ourresponsibility is to express an opinion on the Company's consolidatedfinancial statements based on our audits. We are a public accounting firmregistered with the Public Company Accounting Oversight Board (UnitedStates) ("PCAOB") and are required to be independent with respect to theCompany in accordance with the U.S. federal securities laws and theapplicable rules and regulations of the Securities and Exchange Commissionand the PCAOB.

We conducted our auditsin accordance with the standards of the PCAOB. Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whetherthe consolidated financial statements are free of material misstatement,whether due to error or fraud. The Company is not required to have, nor werewe engaged to perform, an audit of its internal control over financialreporting. As part of our audits we are required to obtain an understandingof internal control over financial reporting but not for the purpose ofexpressing an opinion on the effectiveness of the Company's internal controlover financial reporting. According, we express no such opinion.

Our audits included performing procedures toassess the risks of material misstatements of the financial statements,whether due to error or fraud, and performing procedures that respond tothose risks. Such procedures included examining, on a test basis, evidenceregarding the amounts and disclosures in the consolidated financialstatements. Our audits also included evaluating the accounting principlesused and significant estimates made by management, as well as evaluating theoverall presentation of the consolidated financial statement. We believethat our audits provide a reasonable basis for our opinion.

We have served as the Company'sauditor since 2010.

"DAVIDSON & COMPANY LLP"

Vancouver, Canada	Chartered Professional Accountants
April 22, 2020

NEXIA

INTERNATIONAL

1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, B.C.,Canada, V7Y 1G6

Telephone (604) 687-0947 Fax (604) 687-6172

Page 24

KIDOZ INC. and subsidiaries

(Previously"Shoal Games Ltd.")

(Expressed inUnited States Dollars)

ConsolidatedBalance Sheets

As at December 31,	2019		2018
Assets
Current assets:
Cash	967,212	$	641,536
Accounts receivable, less allowance for doubtful accounts 53,708 (2018 - 27,666) (Note 4)	2,392,778		12,103
Prepaid expenses (Note 5)	109,914		99,739
Total Current Assets	3,469,904		753,378
Equipment (Note 6)	27,182		16,255
Goodwill (Note 8)	3,301,439		-
Intangible assets (Note 7)	2,807,062		-
Long term cash equivalent	38,412		-
Operating lease right-of-use assets (Note 15)	134,914		-
Security deposit	7,727		-
Deferred tax asset, less valuation allowance of 919,493 (December 31, 2018 - 275,846) (Note 14)	-		-
Total Assets	9,786,640	$	769,633
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	851,866	$	15,404
Accrued liabilities	287,698		64,937
Accounts payable and accrued liabilities - related party (Note 16)	112,120		10,464
Operating lease liabilities - current portion (Note 15)	25,715		-
Total Current Liabilities	1,277,399		90,805
Operating lease liabilities - non current portion (Note 15)	101,900		-
Total Liabilities	1,379,299		90,805
Commitments (Note 13)
Subsequent event (Note 21)
Stockholders' Equity (Note 12):
Common stock, no par value, unlimited shares authorized, 131,124,989 shares issued and outstanding (December 31, 2018 - 73,674,703)	48,935,213		26,552,468
Accumulated deficit	(40,552,452)		(25,898,220)
Accumulated other comprehensive income: Foreign currency translation adjustment	24,580		24,580
Total Stockholders' Equity	8,407,341		678,828
Total Liabilities and Stockholders' Equity	9,786,640	$	769,633

All values are in US Dollars.

See accompanying notes to consolidated financial statements.

Page 25

KIDOZ INC. and subsidiaries

(Previously"Shoal Games Ltd.")

(Expressed inUnited States Dollars)

ConsolidatedStatements of Operations

Years ended December 31,		2019		2018
Revenue:
Ad tech advertising revenue	$	<br> 3,828,914	$	-
Content revenue		<br> 688,465		<br> 106,978
Total revenue		<br> 4,517,379		<br> 106,978
Cost of sales:		<br> 2,778,911		-
Total cost of sales		<br> 2,778,911		-
Gross profit		<br> 1,738,468		<br> 106,978
Operating expenses:
Acquisition of subsidiary - transaction costs (Note 3)		190,228		-
Amortization of operating lease right-of-use assets<br> <br>(Note 15)		72,416		-
Depreciation and amortization (Note 6 and 7)		473,854		5,614
Directors fees		<br> 9,500		4,500
General and administrative (Note 18)		<br> 526,914		<br> 271,277
Promissory note accretion and interest (Note 10)		-		<br> 37,090
Salaries, wages, consultants and benefits		<br> 722,741		<br> 618,279
Selling and marketing		369,321		352,770
Stock-based compensation (Note 12)		15,890		595,580
Content and software development (Note 9)		1,014,041		948,334
Total operating expenses		3,394,905		2,833,444
Loss before other income (expense) and income taxes		(1,656,437)		(2,726,466)
Other income (expense):
Gain on derivative liability - warrants (Note 12)		-		44,572
Foreign exchange gain (loss)		26,008		(9,092)
Impairment of goodwill (Note 8)		(13,877,385)		-
Interest and other income		<br> 3,302		<br> 8,634
Net loss before income taxes		(15,504,512)		(2,682,352)
Deferred income tax recovery (Note 14)		850,280		89,521
Net loss after tax	$	(14,654,232)	$	(2,592,831)
Other comprehensive income (loss)		-		-
Comprehensive loss	$	(14,654,232)	$	(2,592,831)
Basic and diluted loss per common share (Note 2)	$	(0.12)	$	(0.04)
Weighted average common shares outstanding, basic<br> <br>(Note 2)		121,208,912		72,111,456
Weighted average common shares outstanding, diluted<br> <br>(Note 2)		121,208,912		72,111,456

See accompanyingnotes to consolidated financial statements.

Page 26

KIDOZ INC. and subsidiaries

(Previously"Shoal Games Ltd.")

(Expressed inUnited States Dollars)

ConsolidatedStatements of Stockholders' Equity (DEFICIENCY)

Years endedDecember 31, 2019 and 2018

	Common stock			<br> Accumulated Other Comprehensive income
	Shares	Amount	<br> Accumulated Deficit	Foreign currency translation adjustment	Total Stockholders' Equity (Deficiency)
<br> Balance, December 31, 2017	<br> 65,169,703	<br> $23,133,400	<br> ($23,305,389)	$24,580	<br> ($147,409)
Exercise of warrants	<br> 1,215,000	610,035	-	-	610,035
Private placement	<br> 7,290,000	<br> 2,551,500	-	-	<br> 2,551,500
Share issuance costs	-	<br> (272,092)	-	-	<br> (272,092)
Stock-based compensation	-	595,580	-	-	595,580
Extinguishment of promissory note		<br> (65,955)			<br> (65,955)
Net loss	-	-	<br> (2,592,831)	-	<br> (2,592,831)
<br> Balance, December 31, 2018	<br> 73,674,703	<br> 26,552,468	<br> (25,898,220)	24,580	678,828
Acquisition of subsidiary	<br> 52,450,286	<br> 20,603,655			<br> 20,603,655
Private placement	<br> 5,000,000	<br> 2,000,000	-	-	<br> 2,000,000
Share issuance costs	-	<br> (236,800)	-	-	<br> (236,800)
Stock-based compensation	-	15,890	-	-	15,890
Net loss	-	-	<br> (14,654,232)	-	<br> (14,654,232)
<br> Balance, December 31, 2019	<br> 131,124,989	<br> $48,935,213	<br> ($40,552,452)	$ 24,580	<br> $8,407,341

See accompanyingnotes to consolidated financial statements.

Page 27

KIDOZ INC. and subsidiaries

(Previously"Shoal Games Ltd.")

(Expressed inUnited States Dollars)

ConsolidatedStatements of Cash Flows

Years ended December 31,		2019		2018
Cash flows from operating activities:
Net loss	$	<br> (14,654,232)	$	<br> (2,592,831)
Adjustments to reconcile net loss to net cash used in<br><br>operating activities:
Depreciation and amortization		473,854		5,614
Accretion of promissory note		-		31,966
Amortization of operating lease right-of-use assets		72,416		-
Deferred taxation on impairment of goodwill		<br> (752,205)		-
Gain on derivative liability - warrants		-		<br> (44,572)
Impairment of goodwill		<br> 13,877,385
<br> Promissory note - accrued interest		-		5,124
Stock-based compensation		15,890		595,580
Changes in operating assets and liabilities:
Accounts receivable		(963,129)		2,919
Prepaid expenses		25,004		<br> (45,025)
Accounts payable and accrued liabilities		694,660		<br> (67,572)
Net cash used in operating activities		(1,210,357)		(2,108,797)
Cash flows from investing activities:
Acquisition of equipment		(6,514)		<br> (12,149)
Acquisition of subsidiary		183,264		-
Long-term cash equivalent		<br> (38,412)		-
Security deposits		(7,727)		-
Net cash provided by (used in) investing activities		<br> 130,611		<br> (12,149)
Cash flows from financing activities:
Private placement, net		<br> 1,763,200		<br> 2,551,500
Payments on operating lease liabilities and right-of-use assets		<br> (79,715)		<br> -
Promissory note		<br> -		<br> (1,923)
Repayment of short-term loan		<br> (278,063)		<br> -
Share issuance costs		<br> -		<br> (272,092)
Warrant exercised		<br> -		<br> 6,600
Net cash provided by financing activities		1,405,422		2,284,085
Change in cash		325,676		163,139
Cash, beginning of year		641,536		478,397
Cash, end of year	$	967,212	$	641,536
<br> Supplementary information:
Interest paid	$	1,367	$	-
Income taxes recovery	$	<br> (98,075)	$	<br> (89,521)
<br> Non-cash investing activity - operating lease right-of-use assets	$	<br> (202,031)	$	-
<br> Non-cash investing activity - operating lease liabilities	$	202,031	$	-
<br> Non-cash financing activity - Extinguishment of promissory notes	$	-	$	<br> (65,955)
<br> Non-cash financing activity - settlement of promissory notes through exercise of 1,200,000 warrants	$	-	$	603,435
<br> Non-cash investing activity	$	-	$	-

See accompanying notes to consolidated financial statements.

Page 28

KIDOZ INC. and subsidiaries

(Previously"Shoal Games Ltd.")

(Expressed inUnited States Dollars)

Notes toConsolidated Financial Statements Years endedDecember 31, 2019 and 2018 1. Introduction:

Nature of business

Kidoz Inc. (previously Shoal Games Ltd.) isa kid-tech software developer and owner of the leading mobile KidSafeadvertising network (www.KIDOZ.net),incorporated in Anguilla, British West Indies in 2005. We help create a freeand safe Internet for children, by enabling content producers to monetizetheir apps and video with ads.

For Original Equipment Manufacturers ("OEM")and Carriers, the Company's KIDOZ Mode is the software solution that powerstheir youth-dedicated products, including custom content libraries, parentalcontrol and kid-friendly monetization.

The games on the Rooplay system are designedto both entertain and educate. Children engaging with Rooplay learntechnology, solve puzzles, paint pictures, practice language, learn math,and other educational games. Kidoz Inc. is developing a content system withRooplay that builds tech literacy and encourages early learning.

Rooplay will generate revenue for theCompany from consumer subscriptions which customers pay to unlock theRooplay game catalog and the licensing of our Rooplay games.

Kidoz Ltd'sother mobile products, Garfield's Bingo (www.garfieldsbingo.com), and TrophyBingo (www.trophybingo.com), are free-to-play mobile games live in theApple, Google and Amazon App Stores. The Company has generated revenueto-date from players making in-app purchases in Trophy Bingo and Garfield'sBingo.

Continuing operations

Theseconsolidated financial statements have been prepared on the going concernbasis, which presumes the realization of assets and the settlement ofliabilities in the normal course of operations. The application of thegoing concern basis is dependent upon the Company achieving profitableoperations to generate sufficient cash flows to fund continued operations,or, in the absence of adequate cash flows from operations, obtainingadditional financing. The Company has reported losses from operations forthe years ended December 31, 2019 and 2018, and has an accumulated deficitof$40,552,452as at December31, 2019. This raises substantial doubt about the Company's ability tocontinue as a going concern.

In view of the matters described in thepreceding paragraph, recoverability of a major portion of the recorded assetamounts and settlement of the liability amounts shown in the accompanyingbalance sheets is dependent upon continued operations of the Company, whichin turn is dependent upon the Company's ability to succeed in its futureoperations. The financial statements do not include any adjustments relatingto the recoverability and classification of recorded asset amounts oramounts and classification of liabilities that might be necessary should theCompany be unable to continue in existence.

Management continues to review operations inorder to identify additional strategies designed to generate cash flow,improve the Company's financial position, and enable the timely discharge

Page 29

KIDOZ INC. and subsidiaries

(Previously"Shoal Games Ltd.")

(Expressed inUnited States Dollars)

Notes toConsolidated Financial Statements Years endedDecember 31, 2019 and 2018 1. Introduction: (Continued)

of theCompany's obligations. If management is unable to identify sources ofadditional cash flow in the short term, it may be required to further reduceor limit operations.

2. Summary ofsignificant accounting policies:

(a) Basis ofpresentation:

Theseconsolidated financial statements have been prepared in accordance withaccounting principles generally accepted in the United States of America("US GAAP") applicable to annual financial information and with the rulesand regulations of the United States Securities and Exchange Commission. Thefinancial statements include the accounts of the Company's subsidiaries:

Company	Registered	% Owned
<br> Shoal Media (Canada) Inc.	<br> British Columbia, Canada	<br> 100%
<br> Coral Reef Marketing Inc.	<br> Anguilla	<br> 100%
<br> Kidoz Ltd.	<br> Israel	<br> 100%
<br> Rooplay Media Ltd.	<br> British Columbia, Canada	<br> 100%
<br> Rooplay Media Kenya Limited	<br> Kenya	<br> 100%
<br> Shoal Media Inc.	<br> Anguilla	<br> 100%
<br> Shoal Games (UK) Plc	<br> United Kingdom	<br> 99%
<br> Shoal Media (UK) Ltd.	<br> United Kingdom	<br> 100%

In addition,there are the following dormant subsidiaries;Bingo.com (Antigua) Inc., Bingo.com(Wyoming) Inc., and Bingo Acquisition Corp.

During the year ended December 31, 2019, theCompany acquired Kidoz Ltd. a company incorporated under the laws of theState of Israel. (Note 3)

Allinter-company balances and transactions have been eliminated in theconsolidated financial statements.

Page 30

KIDOZ INC. and subsidiaries

(Previously "Shoal Games Ltd.")

(Expressed in United States Dollars)

Notes to Consolidated Financial Statements Years ended December 31, 2019 and 2018 2. Summary ofsignificant accounting policies: (Continued)

(b) Use ofestimates:

Thepreparation of consolidated financial statements in conformity with US GAAP,requires management to make estimates and assumptions that affect thereported amounts of assets and liabilities and the disclosure of contingentassets and liabilities at the date of the financial statements andrecognized revenues and expenses for the reporting periods.

Significantareas requiring the use of estimates include the collectability of accountsreceivable, stock-based compensation, the valuation of deferred tax assets,the valuation of the acquisition of Kidoz Ltd. and the associated intangibleassets, the useful lives of intangible assets, the determination of the fairvalue of goodwill after impairment, and the estimated interest rate of 12%for the license right-of-use assets and 4.12% - 5% for the rental unitsright-of-use asset. Actual results may differ significantly from theseestimates.

In accordance with ASC 606, Revenue from Contracts with Customers, revenueis recognized when a customer obtains control of promised services. Theamount of revenue recognized reflects the consideration to which the Companyexpects to be entitled to receive in exchange for these services.

We derive substantially all of our revenue from the sale of Ad techadvertising revenue.

To achieve this core principle, the Company applied the following fivesteps:

1) Identify the contract with a customer

A contract with a customer exists when (i) the Company enters into anenforceable contract with a customer that defines each party's rightsregarding the services to be transferred, whose impression count will formthe basis of the revenue and identifies the payment terms related to theseservices, (ii) the contract has commercial substance and, (iii) the Companydetermines that collection of substantially all consideration for servicesthat are transferred is probable based on the customer's intent and abilityto pay the promised consideration. The Company applies judgment indetermining the customer's ability and intention to pay, which is based on avariety of factors including the customer's historical payment experienceor, in the case of a new customer, published credit and financialinformation pertaining to the customer.

2) Identify the performance obligations in the contract

Page 31

KIDOZ INC. and subsidiaries

(Previously "Shoal Games Ltd.")

(Expressed in United States Dollars)

Notes to Consolidated Financial Statements Years ended December 31, 2019 and 2018 2. Summary ofsignificant accounting policies: (Continued)

contract, whereby the transfer of the services is separately identifiablefrom other promises in the contract. To the extent a contract includesmultiple promised services, the Company must apply judgment to determinewhether promised services are capable of being distinct and distinct in thecontext of the contract. If these criteria are not met the promised servicesare accounted for as a combined performance obligation.

3) Determine the transaction price

The transaction price is determined based on the consideration to which theCompany will be entitled in exchange for transferring services to thecustomer. None of the Company's contracts contain financing or variableconsideration components.

4) Allocate the transaction price to performance obligations in the contract

If the contract contains a single performance obligation, the entiretransaction price is allocated to the single performance obligation.Contracts that contain multiple performance obligations require anallocation of the transaction price to each performance obligation based ona relative standalone selling price basis. The Company determines standaloneselling price based on the price at which the performance obligation is soldseparately. If the standalone selling price is not observable through pasttransactions, the Company estimates the standalone selling price taking intoaccount available information such as market conditions and internallyapproved pricing guidelines related to the performance obligations.

5) Recognize revenue when or as the Company satisfies a performanceobligation

The Company satisfies performance obligations at a point in time asdiscussed in further detail under "Disaggregation of Revenue" below. Revenueis recognized at the time the related performance obligation is satisfied bytransferring a promised service to a customer.

Disaggregation of Revenue

All of the Company's performance obligations, and associated revenue, aregenerally transferred to customers at a point in time. The Company has thefollowing revenue streams:

Page 32

KIDOZ INC. and subsidiaries

(Previously "Shoal Games Ltd.")

(Expressed in United States Dollars)

Notes to Consolidated Financial Statements Years ended December 31, 2019 and 2018 2. Summary ofsignificant accounting policies: (Continued)

partnernetworks, defined as publishers / developers, to home screens of devices andagree on whose results will be relied on from a revenue point of view. TheCompany has concluded that the delivery of the Ad tech advertising isdelivered at a point in time and, as such, has concluded these deliveriesare a single performance obligation. The Company invoices fees which aregenerally variable based on the arrangement, which would typically includethe number of impressions delivered at a specified price per application.For impressions delivered, revenue is recognized in the month in which theCompany delivers the application to the end consumer.

2) Content revenue - The Company recognizes content revenue on the followingforms of revenue:

a) Carriers and OEMs - The Company generally offers these services under acustomer contract per tablet device license fee model with OEMs. Monthly orquarterly license fees are based on the OEM agreement with the number ofdevices the Kidoz Kid Mode is installed upon.

b) Rooplay - The Company generates revenue through subscriptions or premiumsales of Rooplay, (www.rooplay.com) the cloud-based EduGame system for kidsto learn and play within its games on smartphones and tablet devices, suchas Apple's iPhone and iPad, and mobile devices utilizing Google's Androidoperating system. Users can download the Company's games through digitalstorefronts and decide to subscribe to the multiple of educational and fungames in the Rooplay, cloud-based EduGame system or make a premium perpurchase of particular games. The revenue is recognized net of platformfees.

c) Rooplay licensing - The Company licenses it branded educational gamesunder a monthly cost per game agreement license fee model. Monthly licensefees are based on the number of games licensed.

d) Trophy Bingo and Garfield Bingo - The Company generates revenue throughin-application purchases ("in-app purchases") within its games; Garfield'sBingo (www.garfieldsbingo.com) and Trophy Bingo (www.trophybingo.com) onsmartphones and tablet devices, such as Apple's iPhone and iPad, and mobiledevices utilizing Google's Android operating system. Users can download theCompany's free-to-play games through Facebook Messenger, Android, Amazon andiOS and pay to acquire virtual currency which can be redeemed in the gamefor power plays. The initial download of the mobile game from the digitalstorefront does not create a contract under ASC 606 because of the lack ofcommercial substance; however, the separate election by the player to makean in-application purchase satisfies the criterion thus creating a contractunder ASC 606.

Page 33

KIDOZ INC. and subsidiaries

(Previously "Shoal Games Ltd.")

(Expressed in United States Dollars)

Notes to Consolidated Financial Statements Years ended December 31, 2019 and 2018 2. Summary ofsignificant accounting policies: (Continued)

The Company has identified the following performance obligations in thesecontracts:

i. Ongoing game related services such as hosting ofgame play, storage of customer content, when and if available contentupdates, maintaining the virtual currency management engine, trackinggameplay statistics, matchmaking as it relates to multiple player gameplay,etc.

ii. Obligation to the paying player to continuedisplaying and providing access to the virtual items within the game.

Neither of these obligations are considered distinct since the actual mobilegame and the related ongoing services are both required to purchase andbenefit from the related virtual items. As such, the Company's performanceobligations represent a single combined performance obligation which is tomake the game and the ongoing game related services available to theplayers. The revenue is recognized net of platform fees.

The Company also has relationships with certain advertising serviceproviders for advertisements within smartphone games and revenue from theseadvertising providers is generated through impressions, clickthroughs,banner ads, and offers. Offers are the type of advertisements where theplayers are rewarded with virtual currency for completing specified actions,such as downloading another application, watching a short video, subscribingto a service or completing a survey. The Company has determined theadvertising buyer to be its customer and displaying the advertisementswithin the mobile games is identified as the single performance obligation.Revenue from advertisements and offers are recognized at the point-in-timethe advertisements are displayed in the game or the offer has been completedby the user as the customer simultaneously receives and consumes thebenefits provided from these services.

(d) Foreign currency:

The consolidatedfinancial statements are presented in United States dollars, the functionalcurrency of the Company and its subsidiaries. The Company accounts forforeign currency transactions and translation of foreign currency financialstatements under Statement ASC 830, Foreign Currency Matters. Transactionamounts denominated in foreign currencies are translated atexchange ratesprevailing at the transaction dates. Carrying values of monetary assets andliabilities are adjusted at each balance sheet date to reflect the exchangerate at that date. Non-monetary assets and liabilities are translated at theexchange rate on the original transaction date.

Gains and losses from restatement of foreign currency monetary andnon-monetary assets and liabilities are included in operations. Revenues andexpenses are translated at the rates of exchange prevailing on the datessuch items are recognized in earnings.

Page 34

KIDOZ INC. and subsidiaries

(Previously "Shoal Games Ltd.")

(Expressed in United States Dollars)

Notes to Consolidated Financial Statements Years ended December 31, 2019 and 2018 2. Summary ofsignificant accounting policies: (Continued)

(e)Cash and Cash Equivalents:

Cash and cash equivalents includes cash onhand, deposits held at call with financial institutions and othershort-term, highly liquid investments with original maturities of threemonths or less that are readily convertible to known amounts of cash,collateral accounts with maturities greater than 1 year and subject to aninsignificant risk of change in value.

(f) Accountsreceivable:

Trade andother accounts receivable are reported at face value less any provisions foruncollectible accounts considered necessary. Accounts receivable includesreceivables from online platforms and trade receivables from customers. TheCompany estimates doubtfulaccounts on anitem-by-item basis and includes over-aged accounts as part of allowance fordoubtful accounts, which are generally ones that are ninety-days overdue. Bad debt expense, for the year ended December 31, 2019 was $2,029 (2018 -$nil). (Note 4)

(g) Equipment:

Equipment is recorded at cost less accumulated depreciation. Depreciation isprovided for annually on the declining balance method over the followingperiods:

Equipment and computers 3 years

Furniture and fixtures 5years

Expenditures for maintenance and repairs are charged to expenses asincurred. Major improvements are capitalized. Gains and losses ondisposition of equipment are included in operations as realized.

In accordance with ASU No. 2016-02 "Leases (Topic 842), leaseholdimprovements are accounted as a prepayment of rental payments since they aredeemed to be an asset of the lessor.

(h) SoftwareDevelopment Costs:

Software development costs incurred in the research and development of newsoftware products and enhancements to existing software products forexternal use are expensed as incurred until technological feasibility hasbeen established. After technological feasibility is established, anysoftware development costs are capitalized and amortized at the greater ofthe straight-line basis over the estimated economic life of the relatedproduct or the ratio that current gross revenues for a product bear to thetotal of current and anticipated future gross revenues for the relatedproduct.

If adetermination is made that capitalized amounts are not recoverable based onthe estimated cash flows to be generated from the applicable software, anyremaining capitalized amounts

Page 35

KIDOZ INC. and subsidiaries

(Previously "Shoal Games Ltd.")

(Expressed in United States Dollars)

Notes to Consolidated Financial Statements Years ended December 31, 2019 and 2018 2. Summary ofsignificant accounting policies: (Continued)

(h) SoftwareDevelopment Costs:(Continued)

are writtenoff. Although the Company believes that its approach to estimates andjudgments as described herein is reasonable, actual results could differ andthe Company may be exposed to increases or decreases in revenue that couldbe material.As at December31, 2019 and 2018, all capitalized software development costs have beenfully amortized and the Company has no capitalized software developmentcosts.

Total software development costs were$7,730,851 as at December 31, 2019 (2018 - $6,716,810).

(i) Advertising:

The Company expenses the cost of advertising in the period in which theadvertising space or airtime is used.Advertisingcosts from continuing operations charged to selling and marketing expensesin 2019 totaled $369,321 (2018 - $352,770).

(j) Stock-based compensation:

The Companyaccounts for stock-based compensation under the provisions of AccountingStandard Codification ("ASC") 718, "Compensation-Stock Compensation". Underthe fair value recognition provisions, stock-based compensation expense ismeasured at the grant date for all stock-based awards to employees,directors and non-employees and is recognized as an expense over therequisite service period, which is generally the vesting period. TheBlack-Scholes option valuation model is used to calculate fair value.

The fair valueof each option grant has been estimated on the date of the grant using theBlack-Scholes option-pricing model with the following assumptions:

	2019	2018
Expected dividend yield	-	-
Expected stock price volatility	-	109%
Weighted average volatility	-	96%
Risk-free interest rate	-	1.97%
Expected life of options	-	5 years
Forfeiture rate	-	5%

(k) Right-of-use assets:

The Company determines if anagreement is a lease at inception. The Company evaluatesthe lease terms to determine whether thelease will be accounted for as an operating or financelease. Operating leases are included in operatinglease right-of-use ("ROU") assets, operating leaseliabilities, current portion, and operating lease liabilities, net ofcurrent portion in the consolidated balance sheets.

ROU assets represent theCompany's right to use an underlying asset for the lease term and leaseliabilities represent our obligation to make lease payments arising from thelease.

Page 36

KIDOZ INC. and subsidiaries

(Previously "Shoal Games Ltd.")

(Expressed in United States Dollars)

Notes to Consolidated Financial Statements Years ended December 31, 2019 and 2018 2. Summary ofsignificant accounting policies: (Continued)

(k) Right-of-use assets: (Continued)

Operating lease ROU assets andliabilities are recognized at commencement date based on the present valueof lease payments over the lease term. As most of the Company leases do notprovide an implicit rate, the Company uses the incremental borrowing ratebased on the information available at commencement date in determining thepresent value of lease payments. The Company uses the implicit rate whenreadily determinable. The operating lease ROU asset also includes any leasepayments made and excludes lease incentives. The Company's lease terms mayinclude options to extend or terminate the lease when it is reasonablycertain that we will exercise that option. Lease expense for lease paymentsis recognized on a straight-line basis over the lease term.

A lease that transferssubstantially all of the benefits and risks incidental to ownership ofproperty are accounted for as finance leases. At the inception of a financelease, an asset and finance lease obligation is recorded at an amount equalto the lesser of the present value of the minimum lease payments and theproperty's fair market value. Finance lease obligations are classified aseither current or long-term based on the due dates of future minimum leasepayments, net of interest.

(l) Business Combinations:

When the Company acquires abusiness, the purchase consideration is allocated to the tangible assetsacquired, liabilities assumed, and intangible assets acquired based on theirestimated respective fair values. The excess of the fair value of purchaseconsideration overthe fair values of theseidentifiable assets and liabilities is recorded as goodwill. Such valuationsrequire the Company to make significant estimates and assumptions,especially with respect to intangible assets. Significant estimates invaluing certain intangible assets include, but are not limited to, futureexpected cash flows from acquired users, acquired technology, and tradenames from a market participant perspective, useful lives and discountrates. The Company's estimates of fair value are based upon assumptionsbelieved to be reasonable, but which are inherently uncertain andunpredictable and, as a result, actual results may differ from estimates.During the measurement period, which is one year from the acquisition date,the Company may record adjustments to the assets acquired and liabilitiesassumed, with the corresponding offset to goodwill. Upon the conclusion ofthe measurement period, any subsequent adjustments are recorded tonon-operating income (expense) in the consolidated statements of operations.

Page 37

KIDOZ INC. and subsidiaries

(Previously "Shoal Games Ltd.")

(Expressed in United States Dollars)

Notes to Consolidated Financial Statements Years ended December 31, 2019 and 2018 2. Summary ofsignificant accounting policies: (Continued)

**** (m) Impairmentof long-lived assets and long-lived assets to be disposed of:

The Companyaccounts for long-lived assets in accordance with the provisions of ASC 360,Property, Plant and Equipment and ASC 350, Intangibles-Goodwill and Others.During the periods presented, the only long-lived assets reported on theCompany's consolidated balance sheet are equipment, and security deposits. These provisions require that long-lived assets and certain identifiablerecorded intangibles be reviewed for impairment whenever events or changesin circumstances indicate that the carrying amount of an asset may not berecoverable. Recoverability of assets to be held and used is measured by acomparison of the carrying amount of an asset to future net cash flowsexpected to be generated by the asset.

If such assetsare considered to be impaired, the impairment to be recognized is measuredby the amount by which the carrying amount of the assets exceeds the fairvalue of the assets. Assets to be disposed of are reported at the lower ofthe carrying amount and the fair value less costs to sell.

The Companyidentified the following intangible assets in the acquisition of Kidoz Ltd.(Note 3). Intangible assets are recorded at cost less accumulated amortization.Amortization is provided

for annually on the straight-line method over the following periods:

	Amortization period
Ad Tech technology	5 years
Kidoz OS technology	3 years
Customer relationship	8 years

(n) Goodwill:

The Companyaccounts for goodwill in accordance with the provisions of ASC 350,Intangibles-Goodwill and Others. Goodwill is the excess of the purchaseprice over the fair value of identifiable assets acquired, less liabilitiesassumed, in a business combination. The Company reviews goodwill forimpairment. Goodwill is not amortized but is evaluated for impairment atleast annually or whenever events or changes in circumstances indicate thatit is more likely than not that the carrying amount may not be recoverable.The evaluation begins with a qualitative assessment to determine whether aquantitative impairment test is necessary. If, after assessing qualitativefactors, we determine it is more likely than not that the fair value of thereporting unit is less than the carrying amount, then the quantitativegoodwill impairment test is performed.

Page 38

KIDOZ INC. and subsidiaries

(Previously "Shoal Games Ltd.")

(Expressed in United States Dollars)

Notes to Consolidated Financial Statements Years ended December 31, 2019 and 2018 2. Summary ofsignificant accounting policies: (Continued)

(n) Goodwill: (Continued)

including theselection of control premiums, discount rates, terminal growth rates,forecasts of revenue and expense growth rates, income tax rates, changes inworking capital, depreciation, amortization and capital expenditures.Changes in assumptions concerning future financial results, exogenous marketconditions, or other underlying assumptions could have a significant impacton either the fair value of the reporting unit or the amount of the goodwillimpairment charge. If the carrying value of the reporting unit exceeds itsfair value, an impairment loss is recognized in an amount equal to thatexcess, limited to the total amount of goodwill allocated to that reportingunit.

During theyear ended December 31, 2019, the Company deemed there was an impairment ofthe goodwill and recognized an impairment of $13,877,385.

(o) Incometaxes:

The Companyfollows the asset and liability method of accounting for income taxes. Under this method, current income taxes are recognized for the estimatedincome taxes payable for the current period. The Company recognizes theincome tax recovery from the receipt of tax credits upon receipt of funds.Deferred income taxes are provided based on the estimated future tax effectsof temporary differences between financial statement carrying amounts ofassets and liabilities and their respective tax bases, as well as thebenefit of losses available to be carried forward to future years for taxpurposes.

Deferred taxassets and liabilities are measured using the enacted tax rates that areexpected to apply to taxable income in the years in which those temporarydifferences are expected to be recovered and settled. The effect ondeferred tax assets and liabilities of a change in tax rates is recognizedin operations in the period that includes the enactment date. A valuationallowance is recorded for deferred tax assets when it is not more likelythan not that such future tax assets will be realized.

(p) Net(loss) income per share:

ASC 260,"Earnings Per Share", requires presentation of basic earnings per share("Basic EPS") and diluted earnings per share ("Diluted EPS"). Basic earnings(loss) per share is computed by dividing earnings (loss) available to commonstockholders by the weighted average number of common shares outstandingduring the period. Diluted earnings per share reflects the potentialdilution, using the treasury stock method, that could occur if outstandingoptions or warrants were exercised and converted into common stock. Incomputing diluted earnings per share, the treasury stock method assumes thatoutstanding options and warrants are exercised and the proceeds are used topurchase common stock at the average market price during the period.

Page 39

KIDOZ INC. and subsidiaries

(Previously "Shoal Games Ltd.")

(Expressed in United States Dollars)

Notes to Consolidated Financial Statements Years ended December 31, 2019 and 2018 2. Summary ofsignificant accounting policies: (Continued)

(p) Net(loss) income per share: (Continued)

Options andwarrants will have a dilutive effect under the treasury stock method onlywhen the average market price of the common stock during the period exceedsthe exercise price of the options and warrants. In periods where losses arereported, the weighted average number of common shares outstanding excludescommon stock equivalents because their inclusion would be anti-dilutive. Atotal of 3,200,750 (2018 - 3,575,000) stock options and nil (2018 - nil)warrants were excluded as at December 31, 2019.

The earningsper share data for the year ended December 31, 2019 and 2018 are summarizedas follows:

		2019		2018
Loss for the year	$	(14,654,232)	$	(2,592,831)
Basic and diluted weighted average number of common shares outstanding		121,208,912		72,111,456
Basic and diluted loss per common share outstanding	$	(0.12)	$	(0.04)

(q) Newaccounting pronouncements and changes in accounting policies:

In June 2016,the FASB issued ASU No. 2016-13, "Financial Instruments - Credit Losses(Topic 326): Measurement of Credit Losses on Financial Instruments". Theaccounting standard changes the methodology for measuring credit losses onfinancial instruments and the timing when such losses are recorded. ASU No.2016-13 is effective for fiscal years, and interim periods within thoseyears, beginning after December 15, 2019. Early adoption is permitted forfiscal years, and interim periods within those years, beginning afterDecember 15, 2018. In November 2018, the FASB issued ASU 2018-19,Codification Improvements to Topic 326, Financial Instruments - CreditLosses ( "ASU 2018-19") . ASU 2018-19 clarifies that receivables arisingfrom operating leases are not within the scope of Subtopic 326-20. Instead,impairment of receivables arising from operating leases should be accountedfor in accordance with Topic 842, Leases. In April 2019, the FASB issued ASU2019-04, Codification Improvements to Topic 326, Financial Instruments -Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, FinancialInstruments, which replaces the "incurred loss" impairment methodology withan approach based on "expected losses" to estimate credit losses on certaintypes of financial instruments and requires consideration of a broader rangeof reasonable and supportable information to inform credit loss estimates.

The guidancerequires financial assets measured at amortized cost to be presented at thenet amount expected to be collected. The allowance for credit losses is avaluation account that is deducted from the amortized cost of the financialasset to present the net carrying value at the amount expected to becollected on the financial asset. The Update also modified the

Page 40

KIDOZ INC. and subsidiaries

(Previously "Shoal Games Ltd.")

(Expressed in United States Dollars)

Notes to Consolidated Financial Statements Years ended December 31, 2019 and 2018 2. Summary ofsignificant accounting policies: (Continued)

(q) Newaccounting pronouncements and changes in accounting policies: (Continued)

accounting foravailable-for-sale ("AFS") debt securities, which must be individuallyassessed for credit losses when fair value is less than the amortized costbasis, in accordance with Subtopic 326-30, Financial Instruments-CreditLosses-Available-for-Sale Debt Securities. Credit losses relating to AFSdebt securities will be recorded through an allowance for credit losses.

Thecodification improvements in ASU 2019-04 clarify that an entity shouldinclude recoveries when estimating the allowance for credit losses. Theamendments specify that expected recoveries of amounts previously writtenoff and expected to be written off should be included in the valuationaccount and should not exceed the aggregate of amounts previously writtenoff and expected to be written off by the entity. In addition, forcollateral dependent financial assets, the amendments clarify that anallowance for credit losses that is added to the amortized cost basis of thefinancial asset(s) should not exceed amounts previously written off. Theamendment also clarifies FASB's intent to include all reinsurancerecoverables that are within the scope of Topic 944 to be within the scopeof Subtopic 326-20, regardless of the measurement basis of thoserecoverables. The Company does not believe that the adoption of thisstandard will have a material impact on the Company's consolidated financialposition or results of operations.

In January2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic350): Simplifying the Test for Goodwill Impairment, which eliminates Step 2from the goodwill impairment test. The annual, or interim, goodwillimpairment test is performed by comparing the fair value of a reporting unitwith its carrying amount. An impairment charge should be recognized for theamount by which the carrying amount exceeds the reporting unit's fair value;however, the loss recognized should not exceed the total amount of goodwillallocated to that reporting unit. In addition, income tax effects from anytax deductible goodwill on the carrying amount of the reporting unit shouldbe considered when measuring the goodwill impairment loss, if applicable.

The amendmentsalso eliminate the requirements for any reporting unit with a zero ornegative carrying amount to perform a qualitative assessment and, if itfails that qualitative test, to perform Step 2 of the goodwill impairmenttest. An entity still has the option to perform the qualitative assessmentfor a reporting unit to determine if the quantitative impairment test isnecessary. This guidance is effective for annual or any interim goodwillimpairment tests in fiscal years beginning after December 15, 2019. Earlyadoption is permitted. ASU 2017-04 should be adopted on a prospective basis.The Company does not believe that the adoption of this standard will have amaterial impact on the Company's consolidated financial position or resultsof operations.

Page 41

KIDOZ INC. and subsidiaries

(Previously "Shoal Games Ltd.")

(Expressed in United States Dollars)

Notes to Consolidated Financial Statements Years ended December 31, 2019 and 2018 2. Summary ofsignificant accounting policies: (Continued)

(q) Newaccounting pronouncements and changes in accounting policies: (Continued)

In August2018, the FASB issued ASU No. 2018-13, "Fair Value Measurement: DisclosureFramework (Topic 840) - Changes to the Disclosure Requirements for FairValue Measurement", which will improve the effectiveness of disclosurerequirements for recurring and nonrecurring Level 1, Level 2 and Level 3instruments in the fair value measurements. The standard removes, modifies,and adds certain disclosure requirements, and is effective for fiscal years,and interim periods within those fiscal years, beginning after December 15,2019. The adoption of this guidance will not have a material impact on theCompany's financial position, results of operations and liquidity.

In August2018, the FASB issued ASU No. 2018-15, Customer's Accounting forImplementation Costs Incurred in a Cloud Computing Arrangement That Is aService Contract, which requires implementation costs in a hostingarrangement that is a service contract to be capitalized consistent with therules in ASC 350-40, Intangibles-Goodwill and Other-Internal-Use Software.This aligns the requirements for capitalizing implementation costs incurredin a hosting arrangement that is a service contract with the requirementsfor capitalizing implementation costs incurred to develop or obtaininternal-use software (and hosting arrangements that include an internal-usesoftware license). Costs incurred during the application development stageare to be capitalized and expensed according to their nature, while costsincurred during the preliminary project and post- implementation stages areto be expensed. This ASU also contains guidance with regard to theamortization period, impairment and presentation within the financialstatements. The ASU is required to be adopted by the Company during 2020,however early adoption is allowed in an interim period before then and maybe applied retrospectively or prospectively to applicable costs on theCompany's consolidated financial statements. The adoption of this guidancewill not have a material impact on the Company's financial position, resultsof operations and liquidity.

In March 2019,the FASB issued ASU No. 2019-01, Leases (Topic 842) ("ASU 2019-01"),Codification Improvements , which aligned the new leases guidance withexisting guidance for fair value of the underlying asset by lessors that arenot manufacturers or dealers. As a result, the fair value of the underlyingasset at lease commencement is its cost, reflecting any volume or tradediscounts that may apply. However, if there has been a significant lapse oftime between when the underlying asset is acquired and when the leasecommences, the definition of fair value (in ASC 820, Fair ValueMeasurement) should be applied. More importantly, the ASU also exempts bothlessees and lessors from having to provide certain interim disclosures inthe fiscal year in which a company adopts the new leases standard. Thisstandard is effective for fiscal years beginning after December 15, 2019.Early adoption is

Page 42

KIDOZ INC. and subsidiaries

(Previously "Shoal Games Ltd.")

(Expressed in United States Dollars)

Notes to Consolidated Financial Statements Years ended December 31, 2019 and 2018 2. Summary ofsignificant accounting policies: (Continued)

(q) Newaccounting pronouncements and changes in accounting policies: (Continued)

allowed. The adoption of this guidance willnot have a material impact on the Company's financial position, results ofoperations and liquidity.

In May 2019, the FASB issued ASU 2019-05,Financial Instruments - Credit Losses (Topic 326) ("ASU 2019-05"). ASU2019-05 provides entities that have certain instruments within the scope ofSubtopic 326-20, Financial Instruments - Credit Losses - Measured atAmortized Cost, with an option to irrevocably elect the fair value option inSubtopic 825-10, Financial Instruments - Overall, applied on aninstrument-by-instrument basis for eligible instruments. ASU 2019-05 iseffective for the Company's financial statements for annual and interimperiods beginning on or after December 15, 2019. In November 2019, FASBissued ASU 2019 -10 Financial Instruments-Credit Losses (Topic 326),Derivatives and Hedging (Topic 815), and leases (Topic 842). ASU 2019 -10extended the effectiveness of Topic 326 for smaller reporting companiesuntil fiscal years beginning after December 31, 2020. Early adoption ispermitted. The adoption of this guidance will not have a material impact onthe Company's financial position, results of operations and liquidity.

In November 2019, the FASB issued ASU2019-11, "Codification Improvements to Topic 326, Financial Instruments -Credit Losses." This ASU addresses issues raised by stakeholders during theimplementation of ASU No. 2016-13, "Financial Instruments - Credit Losses(Topic 326): Measurement of Credit Losses on Financial Instruments." Amongother narrow-scope improvements, the new ASU clarifies guidance around howto report expected recoveries. "Expected recoveries" describes a situationin which an organization recognizes a full or partial write-off of theamortized cost basis of a financial asset, but then later determines thatthe amount written off, or a portion of that amount, will in fact berecovered. While applying the credit losses standard, stakeholdersquestioned whether expected recoveries were permitted on assets that hadalready shown credit deterioration at the time of purchase (also known asPCD assets). In response to this question, the ASU permits organizations torecord expected recoveries on PCD assets. In addition to other narrowtechnical improvements, the ASU also reinforces existing guidance thatprohibits organizations from recording negative allowances foravailable-for-sale debt securities. The ASU includes effective dates andtransition requirements that vary depending on whether or not an entity hasalready adopted ASU 2016-13. The adoption of this guidance will not have amaterial impact on the Company's financial position, results of operationsand liquidity.

In December 2019, the FASB issued ASU No.2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for IncomeTaxes". The ASU is expected to reduce cost and complexity related to theaccounting for income taxes by removing specific exceptions to generalprinciples in Topic 740 (eliminating the need for an organization to analyzewhether certain exceptions apply in a given period) and improving financialstatement preparers'

Page 43

KIDOZ INC. and subsidiaries

(Previously "Shoal Games Ltd.")

(Expressed in United States Dollars)

Notes to Consolidated Financial Statements Years ended December 31, 2019 and 2018 2. Summary ofsignificant accounting policies: (Continued)

(q) Newaccounting pronouncements and changes in accounting policies: (Continued)

application of certain income tax-relatedguidance. This ASU is part of the FASB's simplification initiative to makenarrow-scope simplifications and improvements to accounting standardsthrough a series of short-term projects. This new guidance includes severalprovisions to simplify the accounting for income taxes. The standard removescertain exceptions for recognizing deferred taxes for investments,performing intraperiod allocation, and calculating income taxes in interimperiods. This standard is effective for fiscal years beginning afterDecember 15, 2020, and interim periods within those fiscal years. Earlyadoption of this standard is permitted. The adoption of this guidance willnot have a material impact on the Company's financial position, results ofoperations and liquidity.

In January 2020, the FASB issued ASU2020-01, "Investments - Equity Securities (Topic 321), Investments - EquityMethod and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic815) - Clarifying the Interactions between Topic 321, Topic 323, and Topic815." The ASU is based on a consensus of the Emerging Issues Task Force andis expected to increase comparability in accounting for these transactions.ASU 2016-01 made targeted improvements to accounting for financialinstruments, including providing an entity the ability to measure certainequity securities without a readily determinable fair value at cost, lessany impairment, plus or minus changes resulting from observable pricechanges in orderly transactions for the identical or a similar investment ofthe same issuer. Among other topics, the amendments clarify that an entityshould consider observable transactions that require it to either apply ordiscontinue the equity method of accounting. For public business entities,the amendments in the ASU are effective for fiscal years beginning afterDecember 15, 2020, and interim periods within those fiscal years. Earlyadoption is permitted. The Company does not expect the adoption of ASU2020-01 to have a material impact on its consolidated financial statements.

Effective November 25, 2019, the SEC adoptedStaff Accounting Bulletin (SAB) 119. SAB 119 updated portions of SECinterpretative guidance to align with FASB ASC 326, "Financial Instruments -Credit Losses." It covers topics including (1) measuring current expectedcredit losses; (2) development, governance, and documentation of asystematic methodology; (3) documenting the results of a systematicmethodology; and (4) validating a systematic methodology.

There have been no other recent accountingstandards, or changes in accounting standards, during the year endedDecember 31, 2019, as compared to the recent accounting standards describedin the Annual Report, that are of material significance, or have potentialmaterial significance, to us.

Page 44

KIDOZ INC. and subsidiaries

(Previously "Shoal Games Ltd.")

(Expressed in United States Dollars)

Notes to Consolidated Financial Statements Years ended December 31, 2019 and 2018 2. Summary ofsignificant accounting policies: (Continued)

(r) Financialinstruments and fair value of financial assets and liabilities:

(i) Fairvalues:

The fair valueof accounts receivable, accounts payable, accrued liabilities, short termloan and accounts payable and accrued liabilities - related partyapproximate their financial statement carrying amounts due to the short-termmaturities of these instruments. Cash and long-term cash equivalents arecarried at fair value using a level 1 fair value measurement.

The Companymeasures the fair value of financial assets and liabilities based on US GAAPguidance which defines fair value, establishes a framework for measuringfair value, and expands disclosures about fair value measurements.

The Companyclassifies financial assets and liabilities as held-for-trading,available-for-sale, held-to-maturity, loans and receivables or otherfinancial liabilities depending on their nature. Financial assets andfinancial liabilities are recognized at fair value on their initialrecognition, except for those arising from certain related partytransactions which are accounted for at the transferor's carrying amount orexchange amount.

Financialassets and liabilities classified as held-for-trading are measured at fairvalue, with gains and losses recognized in net income. Financial assetsclassified as held-to-maturity, loans and receivables, and financialliabilities other than those classified as held-for-trading are measured atamortized cost, using the effective interest method of amortization.Financial assets classified as available-for-sale are measured at fairvalue, with unrealized gains and losses being recognized as othercomprehensive income until realized, or if an unrealized loss is consideredother than temporary, the unrealized loss is recorded in income.

Financialinstruments, including receivables, accounts payable and accruedliabilities, and accounts payable with related parties are carried atamortized cost, which management believes approximates fair value due to theshort-term nature of these instruments.

In general,fair values determined by Level 1 inputs utilize quoted prices (unadjusted)in active markets for identical assets or liabilities. Fair valuesdetermined by Level 2 inputs utilize data points that are observable suchas quoted prices, interest rates and yield curves.

Fair valuesdetermined by Level 3 inputs are unobservable data points for the asset orliability, and includedsituationswhere there is little, if any, market activity for the asset. The Company'scash and long-term cash equivalents were measured using Level 1 inputs.Stock-based compensation was measured using Level 2 inputs. Goodwillimpairment was measure using Level 3 inputs.

Page 45

KIDOZ INC. and subsidiaries

(Previously "Shoal Games Ltd.")

(Expressed in United States Dollars)

Notes to Consolidated Financial Statements Years ended December 31, 2019 and 2018 2. Summary ofsignificant accounting policies: (Continued)

(r) Financialinstruments and fair value of financial assets and liabilities: (Continued)

(ii) Foreigncurrency risk:

The Companyoperates internationally, which gives rise to the risk that cash flows maybe adversely impacted by exchange rate fluctuations. The Company has notentered into any forward exchange contracts or other derivative instrumentto hedge against foreign exchange risk.

3. Acquisition of Kidoz Ltd. :

During the year ended December 31, 2019, theCompany issued 52,450,286 shares for total consideration of $20,603,655 inthe acquisition of all the issued and outstanding ordinary and preferredshares in the capital stock of Kidoz Ltd., a company incorporated under thelaws of the State of Israel. Kidoz Ltd. is a global kids' contentdistribution and monetization marketplace. The Company paid a commission of$130,000 and incurred transaction costs of $60,228. The acquisition closedwith the effective date of acquisition being February 28, 2019.

The acquisition enables the global reach ofKidoz Ltd.'s content network to be combined with the Company's Rooplaysubscription over-the-top ("OTT") platform.

This acquisition is accounted for as abusiness combination. On acquisition of Kidoz Ltd., the Company allocatedthe purchase price to the fair value of the net assets acquired.

The Company has estimated the followingassets and liabilities were acquired with the acquisition of Kidoz Ltd.

Cash	$	183,264
Accounts receivable		1,417,546
Prepaid expenses		35,179
Equipment		14,873
Accounts payable and accrued liabilities		(466,219)
Short term loan		(278,063)
Deferred tax liability		(752,205)
Intangible assets		3,270,456
Goodwill		17,178,824
	$	20,603,655

Page 46

KIDOZ INC. and subsidiaries

(Previously"Shoal Games Ltd.")

(Expressed inUnited States Dollars)

Notes toConsolidated Financial Statements Years endedDecember 31, 2019 and 2018 4. Accounts Receivable:

The accounts receivable as at December 31, 2019, is summarized as follows:

		2019		2018
Accounts receivable	$	2,446,486	$	39,769
Provision for doubtful accounts		(53,708)		(27,666)
Net accounts receivable	$	2,392,778	$	12,103

The Company had bank accounts with the National Bank of Anguilla. During theyear ended December 31, 2016, the National Bank of Anguilla filed forchapter 11 protection. The Company expensed the balance on account of$27,666 in fiscal 2016 as a doubtful debt. The Company has a doubtful debtprovision of $26,042 for existing accounts receivable.

5. Prepaid expenses

The Companyhas other prepaid expenses of $109,914 (2018 - $99,739) including prepaidlicenses fees of $nil (2018 - $65,387) and leasehold improvements of $32,484(2018 - $nil), which is recognized as prepaid rentfor the yearended December 31, 2019.

6. Equipment:

2019		Cost		Accumulated depreciation		Net book<br> <br>Value
Equipment and computers	$	143,333	$	123,123	$	20,210
Furniture and fixtures		14,787		7,815		6,972
	$	158,120	$	130,938	$	27,182
2018		Cost		Accumulated depreciation		Net book<br> <br>Value
---	---	---	---	---	---	---
Equipment and computers	$	128,097	$	112,845	$	15,252
Furniture and fixtures		8,037		7,034		1,003
	$	136,134	$	119,879	$	16,255

Depreciation expense was $10,460 (2018 - $5,614) for the year ended December31, 2019.

7. Intangible assets:

2019		Cost		Accumulated amortization		Net book<br> <br>Value
Ad Tech technology	$	1,877,415	$	312,902	$	1,564,513
Kidoz OS technology		31,006		8,613		22,393
Customer relationship		1,362,035		141,879		1,220,156
	$	3,270,456	$	463,394	$	2,807,062

Amortization expense was $463,394 (2018 - $nil) for the year ended December31, 2019.

Page 47

KIDOZ INC. and subsidiaries

(Previously"Shoal Games Ltd.")

(Expressed inUnited States Dollars)

Notes toConsolidated Financial Statements Years endedDecember 31, 2019 and 2018 8. Goodwill

The changes in the carrying amount of goodwill for year ended December 31,2019, and 2018 were as follows:

		2019
Goodwill, balance at beginning of year	$	-
Acquisition of Kidoz Ltd. (Note 3)		17,178,824
Impairment of goodwill		(13,877,385)
Goodwill, balance at end of year	$	3,301,439

The Company's annual goodwill impairmentanalysis performed during the fourth quarter of fiscal 2019 included aquantitative analysis of Kidoz Ltd. reporting unit. The Company classifiedthese fair value measurements as Level 3. The Company performed a discountedcash flow analysis and market multiple analysis for Kidoz Ltd. Thesediscounted cash flow models included management assumptions for expectedsales growth, margin expansion, operational leverage, capital expenditures,and overall operational forecasts. The market multiple analysis includedhistorical and projected performance, market capitalization, volatility, andmultiples for industry peers andexogenous current market conditions. These analyses led to the conclusionthat the fair value of these reporting units was less than their carryingvalues by an amount that exceeded the carrying value of goodwill, primarilydriven by current market conditions. Accordingly, the full carrying value ofthe goodwill was impaired by $13,877,385.

9. Contentand software development assets:

Since the year ended December 31, 2014, theCompany has been developing software technology and content for ourwebsites. This software technology and content includes the development ofTrophy Bingo, a social bingo game, the license and development of GarfieldBingo, a social bingo game, the development of the Rooplay platform and thedevelopment of the Rooplay Originals gamesand the continued development of the KidozOS and SDK.

During theyear ended December 31, 2019 and 2018, the Company has expensed thedevelopment costs of all products as incurred and has expensed the followingdevelopment costs.

		2019		2018
Opening total content and software development costs	$	6,716,810	$	5,768,476
Content and software development during the year		1,014,041		948,334
Closing total Content and software development costs	$	7,730,851	$	6,716,810

10. Promissorynotes:

The Company had issued unsecured promissory notes from shareholders of theCompany. The notes were repayable on April 1, 2020, as amended. The intereston the notes was 2% per annum, calculated and compounded annually and paidannually. Interest in arrears shall accrue interest.

Page 48

KIDOZ INC. and subsidiaries

(Previously"Shoal Games Ltd.")

(Expressed inUnited States Dollars)

Notes toConsolidated Financial Statements Years endedDecember 31, 2019 and 2018 10. Promissorynotes: (Continued)

The unpaid principal amount due hereunder may be reduced to zero from timeto time without affecting the validity of the note.

During the year ended December 31, 2018, the promissory notes were settledin exchange for the exercise of warrants and the notes were extinguished.Since the extinguishment of the promissory note is with related parties,then in accordance with ASC 470-50-40-2, the extinguishment transactions isin essence a capital transaction. Therefore, the Company recognized areduction of $65,955 from equity of the Company in the year ended December31, 2018.

The Company recognized interest accretion of $nil (2018 - $31,966) ofinterest accretion.

		2019		2018
Opening balance	$	-	$	502,313
Reduction of capital on extinguishment of promissory notes with related parties		-		65,955
Extinguishment of promissory notes to related parties		-		(605,358)
Accrued interest		-		5,124
Interest accretion		-		31,966
Closing balance	$	-	$	-

11.Short term loan

The Company had a shortterm loan from the Bank Leumi. The loan was secured against the receivablesof the Company and was acquired via the acquisition of Kidoz Ltd. (Note 3).The loan had an interest rate of 6.5%. During the year ended December 31,2019, the loan was repaid in full.

12. Stockholders' Equity:

The holders ofcommon stock are entitled to one vote for each share held. There are norestrictions that limit the Company's ability to pay dividends on its commonstock. The Company has not declared any dividends since incorporation. TheCompany's common stock has no par value per common stock and there is onlyone class of common shares. The Company has an unlimited number of commonshares authorized for issue.

(a) Commonstock issuances:

Fiscal 2019

In March 2019,the Company closed a TSX Venture Exchangeapproved private placement financing totaling $2,000,000.The private placement consisted of 5,000,000common shares priced at $0.40 per share. Pursuant to the private placementthe Company paid a commission of $200,000 and incurred share issuanceexpenses of $36,800.

Page 49

KIDOZ INC. and subsidiaries

(Previously"Shoal Games Ltd.")

(Expressed inUnited States Dollars)

Notes toConsolidated Financial Statements Years endedDecember 31, 2019 and 2018 12. Stockholders' Equity: (Continued)

(a) Commonstock issuances: (Continued)

InMarch 2019, the Company issued52,450,286 shares for total consideration of $20,603,655 in the acquisitionof all the issued and outstanding ordinary and preferred shares in thecapital stock of Kidoz Ltd., a company incorporated under the laws of theState of Israel. (Note 3)

Fiscal 2018

In June 2018, the related party warrantholders exercised their warrants for 1,200,000 shares at CAD$0.65 (US$0.50)per share through the settlement of the promissory notes, in a non-cashtransaction.

In February 2018, a warrant holder exercisedtheir warrant for 15,000 shares at $0.44 per share raising a total of$6,600.

In February 2018, the Company closed a TSXVenture Exchange approved private placement financing totaling $2,551,500.The private placement consisted of 7,290,000 common shares priced at $0.35per share. Pursuant to the private placement the Company paid a commissionof $253,750 and incurred share issuance expense of $18,342.

(b) Warrants

The warrantshad an exercise price in Canadian dollars whilst the Company's functionalcurrency is US Dollars. Therefore, in accordance with ASU 815 - Derivativesand Hedging, the warrants had a derivative liability value. This liabilityvalue has no effect on the cashflow of the Company and does not represent acash payment of any kind.

A fair valueof the derivative liability of $215,687 was estimated on the date of thesubscription using the Binomial Lattice pricing model. During the year endedDecember 31, 2018, the warrants were exercised resulting in a gain onderivative liability - warrants of $44,572 and the derivative liability -warrants value was valued at $Nil as at December 31, 2018.

A summary ofwarrant activity for the years ended December 31, 2019 and 2018 are asfollows:

	Number of warrants		Weighted average exercise price
Outstanding, December 31, 2017	5,219,163	$	0.48
Granted	-		-
Exercised	(1,215,000)		(0.50)
Expired, unexercised	(4,004,163)		(0.51)
Outstanding December 31, 2019 and 2018	-	$	-

Page 50

KIDOZ INC. and subsidiaries

(Previously"Shoal Games Ltd.")

(Expressed inUnited States Dollars)

Notes toConsolidated Financial Statements Years endedDecember 31, 2019 and 2018 12. Stockholders' Equity: (Continued)

2015 stockoption plan

In the year ended December 31, 2015, theshareholders approved the 2015 stock option plan and the 1999, 2001 and the2005 plans were discontinued. The 2015 stock option plan is intended toprovide incentive to employees, directors, advisors and consultants of theCompany to encourage proprietary interest in the Company, to encourage suchemployees to remain in the employ of the Company or such directors, advisorsand consultants to remain in the service of the Company, and to attract newemployees, directors, advisors and consultants with outstandingqualifications. The maximum number of shares issuable under the Plan shallnot exceed 10% of the number of Shares of the Company issued and outstandingas of each Award Date unless shareholder approval is obtained in advance.The Board of Directors determines the terms of the options granted,including the number of options granted, the exercise price and theirvesting schedule. The maximum term possible is10 years. Under the 2015 plan we havereserved 10% of the number of Shares of the Company issued and outstandingas of each Award Date.

No options were granted during the yearended December 31, 2019.

During theyear ended December 31, 2018, the Company granted 2,130,000 options, ofwhich 710,000 options were fully vested expiring on June 4, 2023, with anexercise price of CAD$0.54 (US$0.42), 1,275,000 options were fully vestedexpiring on June 4, 2023, with an exercise price of $0.50 and 145,000options were issued where 10% vests on grant date, 15% one year followinggrant date and 2% per month thereafter, with an exercise price of CAD$0.54(US$0.42) to employees and consultants.

Subsequent tothe year ended December 31, 2019, 70,000 optionswere cancelledunexercised.

Of the optionsoutstanding at December 31, 2019, a total of 3,065,000 (2018 - 3,190,000)were fully vested and a total of 135,750 (2018 - 385,000) were issued where10% vest at the grant date, 15% one year following the grant date and 2% permonth starting 13 months after the grant date. A total of 3,097,850 (2018 -3,273,550) of these options had vested at December 31, 2019.

Page 51

KIDOZ INC. and subsidiaries

(Previously"Shoal Games Ltd.")

(Expressed inUnited States Dollars)

Notes toConsolidated Financial Statements Years endedDecember 31, 2019 and 2018 12. Stockholders' Equity: (Continued)

A summary ofstock option activity for the stock option plans for the years endedDecember 31, 2019 and 2018 are as follows:

	Number of options		Weighted average exercise price
Outstanding, December 31, 2017	1,605,000	$	0.42
Granted	2,130,000		0.47
Exercised	-		-
Cancelled	(160,000)		(0.42)
Outstanding December 31, 2018	3,575,000	$	0.45
Granted	-		-
Exercised	-		-
Cancelled	(374,250)		(0.41)
Outstanding December 31, 2019	3,200,750	$	0.45

The aggregateintrinsic value for options as of December 31, 2019 was $nil (2018 - $nil).

The followingtable summarizes information concerning outstanding and exercisable stockoptions at December 31, 2019:

	Number outstanding	Number exercisable	Expiry date
$ 0.40	670,000	670,000	December 20, 2021
0.42	542,750	439,850	November 8, 2022
0.42	713,000	713,000	June 4, 2023
0.50	1,275,000	1,275,000	June 4, 2023
	3,200,750	3,097,850

The Companyrecorded stock-based compensation of $15,890 on the 2,130,000 optionsgranted and vested (2018 - $595,580 on the 2,130,000 options granted andvested) and as per theBlack-Scholesoption-pricing model,with aweighted average fair value per option of $0.29 (2018 - $0.29).

13.Commitments:

The Company leases office facilities inVancouver, British Columbia, Canada, The Valley, Anguilla, British WestIndies and Netanya, Israel. These office facilities are leased underoperating lease agreements.

During the year ended December 31, 2019, theCompany signed a five-year lease for a facility in Vancouver, Canada,commencing April 1, 2019 and ending March 2024. This facility comprisesapproximately 1,459 square feet. TheCompany will account for the lease in

Page 52

KIDOZ INC. and subsidiaries

(Previously"Shoal Games Ltd.")

(Expressed inUnited States Dollars)

Notes toConsolidated Financial Statements Years endedDecember 31, 2019 and 2018 13.Commitments: (Continued)

accordance with ASU 2016-02 (Topic 842) andwill recognize a right-of-use asset and operating lease liability.

The Netanya, Israel operating lease expiredon July 14, 2017 but unless 3 month's notice is given it automaticallyrenews for a future 12 months until notice is given. During the year endedDecember 31, 2019, the lease was extended for a further 12 months.This facility comprises approximately 190square metres. The Company hasaccounted for this lease as a short-term lease.

The Anguillanoperating lease expired on April 1, 2011 but unless 3 month's notice isgiven it automatically renews for a further 3 months.The Companywill account for the lease in accordance with ASU 2016-02 (Topic 842) andwill recognize a right-of-use asset and operating lease liability.

Minimum leasepayments under these leases are approximately as follows:

2020	$	70,344
2021		43,814
2022		44,935
2023		46,056
2024		11,584

The Company paid rent expense totaling $93,371 for the year ended December31, 2019 (2018 - $28,287).

The Company has a management consultingagreement with T.M. Williams (Row), Inc., an Anguilla incorporatedcompany, and Mr. T. M. Williams. During the year ended December 31, 2014,the Company amended a previous agreement with Mr. T. M. Williams to providefor a consultancy payment of 2.5% of the monthly social bingo business witha minimum of $11,000 and a maximum of $25,000 per month.

During the year ended December 31, 2014, theCompany entered into an agreement with Jayska Consulting Ltd. and Mr. J. M.Williams, Co-Chief Executive Officer of the Company for the provision ofservices of Mr. J. M. Williams as Chief Executive Officer of the Company.The Consulting agreement provides for a consultancy payment of GBP5,000 Sterling permonth. In addition, during the year ended December 31, 2014, the Companyentered into an agreement with LVA Media Inc. and Mr. J. M. Williams, forthe provision of services of Mr. J. M. Williams as Chief Executive Officerof the Company. The Consulting agreement provides for a consultancy paymentof 2.5% of the monthly social bingo business with a minimum of $7,500 and amaximum of $25,000 per month.

As at December31, 2019, the Company had a number of renewable license commitments withlarge brands, including, Garfield, Moomins, Mr Men and Little Miss, Mr.Bean, Peter Rabbit,

Page 53

KIDOZ INC. and subsidiaries

(Previously"Shoal Games Ltd.")

(Expressed inUnited States Dollars)

Notes toConsolidated Financial Statements Years endedDecember 31, 2019 and 2018 13.Commitments: (Continued)

Pororo and theWinx club. These agreements have commitments to pay royalties on the revenuefrom the licenses subject to the following minimum guarantee payments:

2020	$	3,000
2021		-

The Company expensed the minimum guarantee payments over the life of theagreement and recognized license expense of $56,564 (2018 - $32,009) for theyear ended December 31, 2019.

14. Income taxes:

Kidoz Inc.(previously Shoal Games Ltd.) is domiciled in the tax-free jurisdiction ofAnguilla, British West Indies. However certain of the Company's subsidiariesincur income taxation.

The Tax Cutsand Jobs Act ("Tax Act") was signed into law on December 22, 2017. Includedas part of the law, was a permanent reduction in the U.S. federal corporateincome tax rate from 34% to 21% effective January 1, 2018.

The taxeffects of temporary differences that give rise to significant portions ofthe deferred tax assets and deferred tax liabilities at December 31, 2019and 2018, are presented below:

		2019		2018
Computed "expected" tax benefit (expense)	$	3,255,948	$	544,495
Change in statutory, foreign tax, foreign exchange rates and other		1,620,641		(281,937)
Permanent differences		(3,382,662)		-
Change in valuation allowance		(643,647)		(173,037)
Income tax recovery	$	850,280	$	89,521

The taxeffects of temporary differences that give rise to significant portions ofthe deferred tax assets and deferred tax liabilities at December 31, 2019and 2018 are presented below:

		2019		2018
Deferred tax assets:
Net operating loss carry forwards	$	919,493	$	275,846
Valuation Allowance		(919,493)		(275,846)
	$	-	$	-

The valuation allowance for deferred tax assets as of December 31, 2019 and2018, was $919,493 and $275,846, respectively. The net change in thetotal valuation allowance was an increase of $643,647 for the year ended December 31, 2019 (2018 -$173,037).

Page 54

KIDOZ INC. and subsidiaries

(Previously "Shoal Games Ltd.")

(Expressed in United States Dollars)

Notes to Consolidated Financial Statements Years ended December 31, 2019 and 2018 14. Income taxes: (Continued)

As at December 31, 2019, the Company's had $3,903,000 of non-capital losses expiring throughDecember 31, 2039.

In assessingthe realizability of deferred tax assets, management considers whether it ismore likely than not that some portion or all of the deferred tax assetswill not be realized. The ultimate realization of deferred tax assets isdependent upon the generation of future taxable income during the periods inwhich those differences become deductible.

Managementconsiders the scheduled reversal of deferred tax liabilities, projectedfuture taxable income, and tax planning strategies in assessing therealizability of deferred tax assets.

During theyear ended December 31, 2019, Shoal Media (Canada) Inc., a subsidiary ofKidoz Inc., received the British Columbia Interactive Digital Media TaxCredit of CAD$130,145 ($98,075) (2018 - CAD$116,085 ($89,521)) from theBritish Columbia Provincial Government.

The Companyrecognized this tax credit as a recovery of income tax expense on thestatement of operations upon receipt of funds.

15. Right-of-use assets:

On January 1,2019, the Company adopted ASC Topic 842 using the modified retrospectivetransition method. Topic 842 requires the recognition of lease assets andliabilities for operating leases, in addition to the finance lease assetsand liabilities previously recorded on our consolidated balance sheets.Beginning on January 1, 2019, our consolidated financial statements arepresented in accordance with the revised policies, while prior periodamounts are not adjusted and continue to be reported in accordance with ourhistorical policies. The modified retrospective transition method requiredthe cumulative effect, if any, of initially applying the guidance to berecognized as an adjustment to our accumulated deficit as of our adoptiondate. There is no discount rate implicit in the Anguilla office operatinglease agreement, so the Company estimated a 5% discount rate for theincremental borrowing rate for the lease as of the adoption date, January 1,2019. There is no discount rate implicit in the license agreement, so theCompany estimated a 12% discount rate for the incremental borrowing rate forthe licenses as of the adoption date, January 1, 2019.

EffectiveApril 1, 2019, we recognized lease assets and liabilities of $125,474, inrelation to the Vancouver office. We estimated a discount rate of 4.12%.

There was nocumulative effect adjustment to our accumulated deficit as a result ofinitially applying the guidance.

We elected thepackage of practical expedients permitted under the transition guidancewithin Topic 842, which allowed us to carry forward prior conclusions aboutlease identification, classification and initial direct costs for leasesentered into prior to adoption of Topic 842.

Page 55

KIDOZ INC. and subsidiaries

(Previously"Shoal Games Ltd.")

(Expressed inUnited States Dollars)

Notes toConsolidated Financial Statements Years endedDecember 31, 2019 and 2018 15. Right-of-use assets: (Continued)

Additionally,we elected to not separate lease and non-lease components for all of ourleases. For leases with a term of 12 months or less, our current offices, weelected the short-term lease exemption, which allowed us to not recognizeright-of-use assets or lease liabilities for qualifying leases existing attransition and new leases we may enter into in the future, as there issignificant uncertainty on whether the leases will be renewed.

The right-of-use assets as atDecember 31, 2019, is summarized as follows:

		2019
Initial recognition of operating lease right-of-use assets	$	76,557
Capitalization of operating lease right-of-use assets		125,474
Capitalization of additional license leases		5,299
Amortization of operating lease right-of use assets		(72,416)
Balance as at December 31, 2019	$	134,914

The operating lease as atDecember 31, 2019, is summarized as follows:

As at December 31, 2019	****	Operating lease
		Office lease	****	Brand licenses	****	Total
2020	$	31,021	$	1,973	$	32,994
2021		32,142		-		32,142
2022		33,263		-		33,263
2023		34,384		-		34,384
2024		7,916		-		7,916
Total lease payments	$	138,726	$	1,973	$	140,699
Less: Interest		(13,066)		(18)		(13,084)
Present value of lease liabilities	$	125,660	$	1,955	$	127,615
Amounts recognized on the balance sheet
Current lease liabilities	$	23,760	$	1,955	$	25,715
Long-term lease liabilities		101,900		-		101,900
Total lease payments	$	125,660	$	1,955	$	127,615
		2019
---	---	---
Initial recognition of operating lease liabilities	$	81,856
Operating lease liability incurred during the year		125,474
Payments on operating lease liabilities		(79,715)
Balance as at December 31, 2019		127,615
Less: current portion		(25,715)
Operating lease liabilities - non-current portion as at December 31, 2019	$	101,900

Page 56

KIDOZ INC. and subsidiaries

(Previously"Shoal Games Ltd.")

(Expressed inUnited States Dollars)

Notes toConsolidated Financial Statements Years endedDecember 31, 2019 and 2018 15. Right-of-use assets: (Continued)

As of December31, 2019, the ROU assets of $134,914 are included in non-current assets onthe balance sheet, and lease liabilities of $127,615 are included in currentliabilities and non-current liabilities on the balance sheet.

16. Relatedparty transactions:

The Company has a liability of $33,000 (2018 - $nil) to a company owned by acurrent director and officer of the Company for payment of consulting feesof$142,000 (2018 - $132,000) by thecurrent director and officer of the Company.

The Company has a liability of $9 (2018 - $nil) to a current director andofficer of the Company for expenses incurred.

The Company has a liability of $267 (2018 - $1,647) to a current directorand officer of the Company for expenses incurred.

The Company has a liability of $19,779 (2018 - $nil) to a company owned by acurrent director and officer of the Company for payment of consulting feesof $76,729 (2018 - $77,310) by the current director and officer of theCompany.

The Company has a liability of $22,500 (2018 - $nil) to a company owned by acurrent director and officer of the Company for payment of consulting feesof $100,000 (2018 - $90,000) by the current director and officer of theCompany.

The Company has a liability of $30,974 (2018 - $nil) to a current directorand officer of the Company for payroll and bonuses.

The Companyhas a liability of $5,500 (2018 - $1,500), to independent directors of theCompany for payment of consulting fees. During the year ended December 31,2019, the Company paid $9,500 (2018 - $4,500) to the independent directorsin director fees.

The Companyhas a liability of $91 (2018 - $7,317), to an officer of the Company forpayment of consulting fees andexpenses incurred of $148,434 (2018 - $109,079)by the officer of the Company.

The Companyhas a liability of $nil (2018 - $nil), to an officer of the Company forpayment of consulting fees andexpenses incurred of $103,465 (2018 - $nil)by the officer of the Company.

The Companyhas promissory notes totaling $nil (2018 - $nil), including interest, fromshareholders holding more than 10% of the Company. The interest on the notesare 2% per annum, calculated and compounded annually and paid annually.During the year ended December 31, 2018, these promissory notes were settledthrough a warrant exercise for 1,200,000 shares, in a non-cash transaction.

During the year ended December 31, 2018, the directors and shareholders holding more than 10% of the Company'sshares subscribed for 1,200,000 units totaling CAD$540,000 ($408,102)

Page 57

KIDOZ INC. and subsidiaries

(Previously"Shoal Games Ltd.")

(Expressed inUnited States Dollars)

Notes toConsolidated Financial Statements Years endedDecember 31, 2019 and 2018 16. Relatedparty transactions: (Continued)

in the private placement.

The Companyexpensed $479 (2018 - $281,492) in stock-based compensation for theseoptions granted to related parties.

The Company has a receivable of $nil (2018 - $2,305) from a company of whicha previous director of the Company is a director.

The relatedparty transactions are in the normal course of operations and were measuredat the exchange amount, which is the amount of consideration established andagreed to by the related party.

17. Segmented information:

The Company operates in reportable businesssegments, the sale of Ad tech advertising and content revenue, including thesale of in-app purchases on Trophy Bingo and Garfield's Bingo; the premiumpurchase for Rooplay Originals and recurring subscription revenues fromRooplay and Kidoz OS and the sale of licenses of Kidoz OS.

The Company had the following revenue bygeographical region.

		2019		2018
Ad tech advertising revenue
Western Europe	$	1,007,357	$	-
North America		2,752,955		-
Other		68,602		-
Total ad tech advertising revenue	$	3,828,914	$	-
Content revenue
Western Europe	$	104,741	$	14,976
Central, Eastern and Southern Europe		175,387		864
North America		326,598		73,618
Other		81,739		17,520
Total content revenue	$	688,465	$	106,978
Total revenue
Western Europe	$	1,112,098	$	14,976
Central, Eastern and Southern Europe		175,387		864
North America		3,079,553		73,618
Other		150,341		17,520
Total revenue	$	4,517,379	$	106,978

Page 58

KIDOZ INC. and subsidiaries

(Previously"Shoal Games Ltd.")

(Expressed inUnited States Dollars)

Notes toConsolidated Financial Statements Years endedDecember 31, 2019 and 2018 17. Segmented information: (Continued)

Equipment

The Company's equipment is located asfollows:

Net Book Value		2019		2018
Anguilla	$	245	$	368
Canada		11,061		12,911
Israel		13,892		-
United Kingdom		1,984		2,976
Total equipment	$	27,182	$	16,255

18. General administration

General andadministrative expenses were as follows:

		2019		2018
Professional fees	$	209,857	$	59,115
Rental		93,371		28,287
Other general and administrative expenses		223,686		183,875
Total general and administrative expenses	$	526,914	$	271,277

19. Concentrations:

Major customers

During the year ended December 31, 2019, theCompany sold Ad tech revenue and during the year ended December 31, 2019 and2018, the Company sold subscriptions on its site Rooplay and sold in-apppurchases on its social bingo sites, Trophy Bingo and Garfield's Bingo andpremium purchases of Rooplay Originals. During the year ended December 31,2019, the Company had revenues of $2,846,897 from one customer (December 31,2018 - zero customers) which was more than 10% of the total revenue. TheCompany is reliant on the Google App, iOS App and Amazon App Stores toprovide a content platform for Rooplay, Trophy Bingo and Garfield's Bingo tobe played thereon and certain advertising agencies for the Ad tech revenue.

20.Concentrations of credit risk:

Financial instruments that potentiallysubject the Company to concentrations of credit risk consist primarily ofcash and accounts receivable. The Company places its cash and cashequivalents with high quality financial institutions and limits the amountof credit exposure with any one institution.

The Company currently maintains asubstantial portion of its day-to-day operating cash and long-term cash equivalentsbalances at financial institutions. At December 31, 2019, the Company hadtotal cash of $1,005,624(2018 - $641,536) at financial institutions, where $661,741 (2018 -$489,235) is in excess of federally insured limits.

Page 59

KIDOZ INC. and subsidiaries

(Previously"Shoal Games Ltd.")

(Expressed inUnited States Dollars)

Notes toConsolidated Financial Statements Years endedDecember 31, 2019 and 2018 20.Concentrations of credit risk: (Continued)

The Company has concentrations of creditrisk with respect to accounts receivable, the majority of its accountsreceivable are concentrated geographically in the United States amongst asmall number of customers.

As of December 31, 2019, the Company had onecustomer, totaling $1,430,646 who accounted for greater than 10% of thetotal accounts receivable. As of December 31, 2018, the Company had threecustomers, totaling $8,814 who accounted for greater than 10% of the totalaccounts receivable.

The Company controls credit risk throughmonitoring procedures and receiving prepayments of cash for servicesrendered. The Company performs credit evaluations of its customers butgenerally does not require collateral to secure accounts receivable.

21. Subsequent event:

In March 2020 the World HealthOrganization declared coronavirus COVID-19 a global pandemic. Thiscontagious disease outbreak, which has continued to spread, and any relatedadverse public health developments, has adversely affected workforces,economies, and financial markets globally, potentially leading to aneconomic downturn. It has also disrupted the normal operations of manybusinesses, including the Company's. In early March 2020, the Companyemployees commenced working from home and commenced social distancing. Thisoutbreak could decrease spending, adversely affect demand for the Company'sproduct and harm the Company's business and results of operations. It is notpossible for the Company to predict the duration or magnitude of the adverseresults of the outbreak and its effects on the Company's business or resultsof operations at this time.

Page 60

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE.

On February 4, 2010, we engaged Davidson & Company LLP, as its independent registered public accounting firm, to audit our financial statements. The decision to engage Davidson & Company LLP was approved by our Board of Directors at a Board meeting called for such purpose.

There have not been any changes in or disagreements with accountants for the years ended December 31, 2019 and 2018.

ITEM 9A. CONTROLS ANDPROCEDURES

(a) Management's responsibility

Our management acknowledges its responsibility for establishing and maintaining adequate internal control over financial reporting of the Company.

(b) Evaluation of disclosure controls and procedures.

Our management, including the Executive Chairman, Chief Executive Officers and the Chief Financial Officer, evaluated the disclosure controls and procedures of the Company within 90 days prior to the date of this report, and found them to be operating efficiently and effectively to ensure that information required to be disclosed by us under the general rules and regulations promulgated under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported, within the time periods specified by rules and regulations of the SEC.

These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us is accumulated and communicated to our management, including our principal executive officers and principal financial officer as appropriate to allow timely decisions regarding required disclosure. However our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system was designed to provide reasonable assurance to the Company's management and board of directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management evaluated of the effectiveness of the Company's design and operation of its disclosure controls and procedures as defined in Exchange Act Rule 13a-15(f), based on the framework set forth in the Internal Control-Integrated Framework (1992) issued by the by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on our evaluation, we believe that, as of December 31, 2019, the Company's internal control over financial reporting is effective under the COSO framework.

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There were no significant changes in our internal controls or other factors that could significantly affect our internal controls during the year ended December 31, 2019, and to the date of filing this annual report.

ITEM9B - OTHER INFORMATION

None

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATEGOVERNANCE

DIRECTORS AND EXECUTIVE OFFICERS

Our directors and executive officers as at December 31, 2019, are as follows:

Name	Age	Position	Audit Committee	Governance Committee	Compensation Committee
T. M. Williams	79	Executive Chairman
J. M. Williams	44	Co- Chief Executive Officer		X
E. Ben Tora	49	Co- Chief Executive Officer
F. Curtis	55	Non Executive Director	X	X*	X
C. Kalborg	58	Non Executive Director	X*	X	X
J. Mandelbaum	53	Non Executive Director			X
M. David	54	Non Executive Director	X		X*
H. W. Bromley	49	Chief Financial Officer

X* - Chairman of Committee

T. M. Williams has served as President, Chief Executive Officer and Chairman from August 20, 2001 until June 16, 2011. Since June 16, 2011, Mr. Williams has served as the Executive Chairman. Since 1984, Mr. Williams has served as a principal of T.M. Williams (ROW), Inc., a private consulting firm, and from 1993 until 2008, was Adjunct Professor, Faculty of Commerce and Business Administration at the University of British Columbia. From 1988 to 1991, he was President and Chief Executive Officer of Distinctive Software, Inc. in Vancouver, BC, and, upon the acquisition of that company by Electronic Arts Inc., North America's largest developer of entertainment software, he became President and Chief Executive Officer of Electronic Arts (Canada) Inc., where he continued until 1993. From 1995 to 2012, Mr. Williams was a director of YM Biosciences, Inc., a biotechnology company, until its acquisition by Gilead Sciences, Inc. In addition, he is a director of several other private corporations.

Mr. J. M. Williams has served as Vice President, Business Development and Marketing Director from September 2001 until June 16, 2011. Mr. J.M. Williams has been a director since July 26, 2007. Since June 16, 2011, Mr. J. M. Williams has served as the President and Chief Executive Officer until the acquisition of Kidoz Ltd. Since the acquisition of Kidoz Ltd. he has served as Co- Chief Executive Officer. Prior to his employment with Kidoz Inc., he was a Business Analyst with Blue Zone Inc. (a technology company) and RBC Dominion Securities. Mr. J. M. Williams has a bachelor of Commerce degree from the University of Victoria and a Masters of Business Administration degree, specializing in strategic marketing, from the University of Warwick. Mr. J. M. Williams is the son of Mr. T. M. Williams, the Company's Executive Chairman.

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

Ms. F. Curtis has served as a director since June 10, 2009.****She has served as Compliance Officer and General Corporate Secretary for Counsel Limited, an Anguillian financial services corporation, since 2006. Ms. Curtis has been working in the financial services industry since 1990. She started

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at the brokerage firm, Burns Fry, in Toronto (now Nesbitt Burns, Bank of Montreal). She completed her Canadian Securities Course and became a licensed Securities Broker in 1992. She was educated in England, and attended the University of Toronto, Canada for her undergraduate degree. Ms. Curtis's MBA in Finance & International Affairs was granted by the Rotman School of Business, University of Toronto.

Mr. C. Kalborg is a 20-year licensing veteran with experience from leading game companies such as Rovio (the makers of Angry Birds) and King.com (the makers of Candy Crush). Taking on the aptly named role of licensing guru, Kalborg has gathered close to 50 licensees and established a network of regional agents for Candy Crush around the world. Those agents include Striker Entertainment in the U.S. and Canada; Tycoon Enterprises in Latin America (except Argentina and Brazil); Tycoon 360 in Brazil; IMC in Argentina; Mediogen in Israel; Sinerji in Turkey; Pacific Licensing Studio in Southeast Asia; Wild Pumpkin Licensing in Australia and New Zealand; PPW in greater China; and Voozclub in Korea. Claes brings a wealth of experience and a deep network in licensing and technology to Shoal Games.

Mr. J. Mandelbaum is a General Partner at Nili Capital, a lower middle market cross border Private Equity firm. Prior to Nili Mr. J. Mandelbaum was an Executive in Residence at Battery Ventures, a global $7 billion investment firm. Prior to Battery Ventures, Mr. J. Mandelbaum was the CEO of Perion Network Ltd., where he grew the business from $29 million to over $300 million in revenue with 15% EBITDA margins in 7 years. During his tenure, Perion acquired seven companies and opened up / managed operations in 10 countries (UK, France, Spain, Germany, Italy, Argentina, US, Canada, Israel and India). Prior to Perion, Mr. J. Mandelbaum was the CEO of American Greetings' Digital and Media Division for 11 years, during which he grew revenues from $10 million to close to $200 million with 20% EBITDA margins. During his tenure Mr. J. Mandelbaum acquired ten companies and established global operations in 10+ countries. He has a BA from Yeshiva University and an MBA from Weatherhead School of Management at Case Western Reserve University.

Mr. M. David is the Chief Executive Officer of the TIBA, a global leader in Parking revenue systems. Since Mr. David joined TIBA in early 2016, the company has almost quadrupled its revenue and became the market leader in North America while maintaining high margins. Prior to TIBA, Mr. David founded several companies and served as an Executive and Board member in several more, including Kidoz Ltd., Mappo (a.k.a. Books on Map), NlightU, OzVision, TvPoint and Omnisys. Mr. David also served as deputy CEO managing Ness Technologies Inc. and as President of North America in Amdocs Limited, in both roles managing businesses of hundreds of millions of USD$ and thousands of employees around the globe. Mr. David started his career in the Israeli Airforce. He has a BA in Economics and Computer Science from Bar Ilan University in Israel, and an MBA Cum Laude from Boston University.

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

COMPOSITION OF OUR BOARD OFDIRECTORS

We currently have seven directors. All directors currently hold office until the next annual meeting of stockholders or until their successors have been elected and qualified. Our officers are appointed annually by the Board of Directors and hold office until their successors are appointed and qualified. Pursuant to the Company's by-laws, the number of directors shall be increased or decreased from time-to-time by resolution of the Board of Directors or the shareholders.

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Mr. J. M. Williams is the son of Mr. T. M. Williams. There are no other family relationships between any of the officers and directors of the Company.

COMMITTEES OF OUR BOARD OFDIRECTORS

We currently have three committees of our Board of Directors.

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

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

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

BOARD OF DIRECTORS MEETINGS

Our Board of Directors met, in person or by phone, five times during the last fiscal year and it regularly approves all material actions required by consent resolutions.

CODE OF ETHICS

On December 21, 2006, the Board of Directors of Kidoz Inc. (the "Board") adopted a new Code of Business Conduct and Ethics (the "Code"), which applies to the Company's directors, officers and employees. The Code was adopted to further strengthen the Company's internal compliance program. The Code addresses among other things, honesty and integrity, fair dealing, conflicts of interest, compliance with laws, regulations and policies, including disclosure requirements under the federal securities laws, and administration of the code. The code is available at the Company's website at http://investor.shoalgames.com/ under Corporate Governance. A copy of our Code of Ethics is available upon request at no charge to any shareholder.

DIRECTOR COMPENSATION

The Non Executive Directors receive a cash compensation for their services as members of the Board of Directors based on a compensation per meeting. During the year ended December 31, 2019, the Non Executive Directors collectively received compensation of $9,500 (Fiscal 2018 - $4,500). The Executive directors currently do not receive cash compensation for their services as members of the Board of Directors. In addition, both the Non Executive and the Executive Directors are reimbursed for expenses in connection with attendance at Board of Directors meetings and specific business meetings. Directors are eligible to participate in our stock option plans. Option grants to directors are at the discretion of the Board of Directors acting upon the recommendation of the Compensation committee.

SECTION 16(a) BENEFICIAL OWNERSHIPREPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who own more than ten percent of a registered class of the Company's equity securities, to file with the Securities and Exchange Commission (the "SEC") initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

Our officers, directors and greater than ten percent beneficial owners filed in a timely manner in accordance with Section 16(a) filing requirements.

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ITEM 11. EXECUTIVECOMPENSATION

The following table describes the compensation we paid to our Co-Chief Executive Officers and directors (the "Named Executive Officer").

SUMMARYCOMPENSATION TABLE

		Annual Compensation			Long-term Compensation
Name and Principal Position	Year	Fees	Bonus	Other Annual<br> <br>Compensation	Restricted Stock Awards	Securities Underlying Options /	All Other<br> <br>Compensation
		$	$	$	$	SARs (#)	$
T.M. Williams -	2019	132,000	10,000	-	-	-	-
Executive	2018	132,000	-	-	-	175,000	-
Chairman (1)	2017	132,000	-	-	-	25,000	-
J. M. Williams	2019	166,729	10,000	-	-	-	-
Co-CEO (2)	2018	170,128	-	-	-	175,000	-
	2017	167,310	-	-	-	25,000	-
E. Ben Tora<br> <br>Co-CEO (3)	2019	114,359	125,000			-
H. W. Bromley	2019	138,434	10,000	-	-	-	-
CFO (4)	2018	109,079	-	-	-	175,000	-
	2017	93,078	-	-	-	25,000	-

(1) All of the compensation paid to the Named Executive Officer is paid to T.M. Williams (Row), Ltd. for the services of Mr. T. M. Williams. See additional discussion in Employment Arrangements section of Item 11 of this report.

(2) All of the compensation paid to the Named Executive Officer is paid to LVA Media Inc. for the services of Mr. J. M. Williams as Co-CEO of the Company and Jayska Consulting Ltd for the marketing services of Mr. J. M. Williams. See additional discussion in Employment Arrangements section of Item 11 of this report.

(3) All of the compensation paid to the Named Executive Officer is paid to Mr. E. Ben Tora as an employee of Kidoz Ltd.

(4) All of the compensation paid to the Named Executive Officer is paid to Bromley Accounting Services Ltd. for the services of Mr. H. W. Bromley.

OPTION GRANTS IN THE LASTFISCAL YEAR

There were no options granted in year ended December 31, 2019. During the year ended December 31, 2018, the Company granted 2,130,000 options, of which 710,000 options were fully vested, 5 year, options granted with an exercise price of CAD$0.54 (US$0.42), 1,275,000 options were fully vested, 5 year options granted with an exercise price of $0.50 and 145,000 options were vesting, 5 year options granted with an exercise price of CAD$0.54 (US$0.42) to employees and consultants.

During the year ended December 31, 2019, nil (2018 - nil) options were exercised. During the year ended December 31, 2019, 374,250 (2018 - 160,000) options were cancelled. Subsequent to the year ended December 31, 2019, a further 70,000 options were cancelled.

STOCK OPTION PLANS

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

Our Board of Directors administers the 2015 Stock Option Plan. Our Board is authorized to construe and interpret the provisions of the Stock Option Plans, to select employees, directors and consultants to whom options will be granted, to determine the terms and conditions of options and, with the consent of the grantee, to amend the terms of any outstanding options. The 2015 Stock

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Option Plan provides for the granting of stock options to the employees, directors, advisors and consultants of the Corporation to encourage proprietary interest in the Corporation, to encourage such employees to remain in the employ of the Corporation or such directors, advisors and consultants to remain in the service of the Corporation, and to attract new employees, directors, advisors and consultants with outstanding qualifications.

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

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

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

EMPLOYMENT ARRANGEMENTS

We entered into a management consulting agreement with T.M. Williams (Row), Inc., an Anguilla incorporated company and Mr. Williams dated August 20, 2001, (the "Williams Agreement"), amended February 28, 2002, in connection with the provision of services by Mr. Williams as President and Chief Executive Officer of the Company. During the year ended December 31, 2010, the agreement was amended to include a consultancy payment of $11,666 per month payable in arrears. This contract is for the provision of services by Mr. T. M. Williams as Executive Chairman of the Company. During the year ended December 31, 2013, the agreement was amended to provide for a consultancy payment of 2.5% of the monthly social bingo business with a minimum of $11,000 and a maximum of $25,000 per month.

The term of the amended Williams Agreement is for a period of one year, unless terminated sooner by any of the parties under the terms and conditions contained in the amended Williams Agreement. If the amended Williams Agreement is not terminated by any of the parties, the term may be renewed for a further one year period at the option of T.M. Williams (Row), Ltd., on substantially the same terms and conditions, by giving three months notice in writing to the Company.

During the year ended December 31, 2014, the Company entered into an agreement with Jayska Consulting Ltd. and Mr. J. M. Williams, Chief Executive Officer of the Company for the provision of services of Mr. J. M. Williams as Marketing director of the Company. The Consulting agreement provides for a consultancy payment of GBP5,000 Sterling per month payable in arrears. In addition, during the year ended December 31, 2014, the Company entered into an agreement with LVA Media Inc. and Mr. J. M. Williams, for the provision of services of Mr. J. M. Williams as Chief Executive Officer of Kidoz Inc. The Consulting agreement provides for a consultancy payment equaling of

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2.5% of the monthly social bingo business with a minimum of $7,500 and a maximum of $25,000 per month.

Mr. E. Ben Tora is an employee of Kidoz Ltd.

During the year ended December 31, 2012, the Company entered into a management consulting agreement with Bromley Accounting Services Limited for the services of Mr. H. W. Bromley as the Chief Financial Officer.

ITEM 12. SECURITYOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERMATTERS

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information known to us with respect to beneficial ownership of our common stock as of April 22, 2020, by:

- each person known by us to beneficially own 5% or more of our outstanding common stock;

- each of our directors;

- each of the Named Executive Officers; and

- all of our directors and Named Executive Officers as a group.

In general, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of such security, or the power to dispose or direct the disposition of such security. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options or debentures held by that person that are currently exercisable or convertible or exercisable or convertible within 60 days of April 22, 2020, are deemed outstanding.

Percentage of beneficial ownership is based upon 131,124,989 ^^shares of common stock outstanding at April 22, 2020.. To our knowledge, except as set forth in the footnotes to this table and subject to applicable community property laws, each person named in the table has sole voting and investment power with respect to the shares set forth opposite such person's name.

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**<br>Name and Address of Beneficial Owner**	Number of Shares Beneficially Owned	****	Percent of Class
T. M. Williams<br> <br>Suite 4501<br> <br>1011 West Cordova Street<br> <br>Vancouver, BC<br> <br>V6C 0B2<br> <br>Canada	16,815,316	(1)	12.52%
J. M. Williams<br> <br>Flat 16<br> <br>Bridgewater square<br> <br>London, EC2Y 8AG<br> <br>United Kingdom	1,208.200	(2)	0.90%
E. Ben Tora<br> <br>Haomanut 12,<br> <br>Poleg Industrial Park<br> <br>PO BOX 8517<br> <br>Netanya, Israel	5,214,965	(3)	3.88%
F. Curtis<br> <br>Ard Na Mara, Box 1127<br> <br>Anguilla, B.W. I.	350,000	(4)	0.26%
C. Kalborg<br> <br>Tattbyvagen 11<br> <br>Saltsjobaden<br> <br>Sweden	300,000	(5)	0.22%
J. Mandelbaum<br> <br>Haomanut 12,<br> <br>Poleg Industrial Park<br> <br>PO BOX 8517<br> <br>Netanya, Israel	490,499	(6)	0.37%
M. David<br> <br>Haomanut 12,<br> <br>Poleg Industrial Park<br> <br>PO BOX 8517<br> <br>Netanya, Israel	543,379	(7)	0.40%
H. W. Bromley<br> <br>3851 Edgemont Boulevard<br> <br>North Vancouver BC, V7R 2P9<br> <br>Canada	675,000	(8)	0.51%
All directors and Named Executive Officers as a group (8 persons)	24,390,367		19.06%
Pendinas Limited<br> <br>Ballacarrick, Pooilvaaish Road<br> <br>Castletown, IM9 4PJ<br> <br>Isle of Man	27,839,464	(9)	20.73%
Wydler Global Equity Fund<br> <br>Claridenstrasse 20<br> <br>Zurich, 8002<br> <br>Switzertland	12,200,000	(10)	9.09%

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**<br>Name and Address of Beneficial Owner**	Number of Shares Beneficially Owned		Percent of Class
Ordan Enterprises Ltd.<br> <br>(c/o Aryeh Mergi, RTCapital)<br> <br>54 Ehad Haam Street<br> <br>Tel Aviv,<br> <br>6520216, Israel	8,670,807	(11)	6.61%
Gai Havkin<br> <br>14 Hahadas Street<br> <br>Hadera,<br> <br>38246, Israel	8,156,590	(12)	6.22%
Lool Ventures Limited Partnership<br> <br>2 Tushiya Street<br> <br>Tel Aviv,<br> <br>6721802, Israel	7,946,755	(13)	6.06%
Norma Investment Ltd.<br> <br>4/1 Sadovnicheskaya Street,115035 Moscow,<br> <br>Russia	7,700,752	(14)	5.87%

(1) Includes 16,515,316 shares held directly by Mr. T. M. Williams and 300,000 shares of common stock that may be issued upon the exercise of 300,000 stock purchase options with an exercise price of CAD$0.54 (approximately US$0.42) per share.

(2) Includes, 908,200 shares held directly by Mr. J. M. Williams and 300,000 shares of common stock that may be issued upon the exercise of 300,000 stock purchase options with an exercise price of CAD$0.54 (approximately US$0.42) per share.

(3) Includes 5,214,965 shares held directly by Mr. E. Ben Tora.

(4) Includes 50,000 shares held directly by Ms. F. Curtis and 300,000 shares of common stock that may be issued upon the exercise of 300,000 stock purchase options with an exercise price of CAD$0.54 (approximately US$0.42) per share.

(5) Includes 300,000 shares of common stock that may be issued upon the exercise of 300,000 stock purchase options with an exercise price of CAD$0.54 (approximately US$0.42) per share.

(6) Includes 490,499 shares held directly by Mr. J. Mandelbaum.

(7) Includes 543,379 shares held directly by Mr. M. David.

(8) Includes, 375,000 shares held directly by Mr. H. W. Bromley and 300,000 shares of common stock that may be issued upon the exercise of 300,000 stock purchase options with an exercise price of CAD$0.54 (approximately US$0.42) per share.

(9) Includes 27,839,464 shares held directly by Pendinas Ltd., a company wholly owned by Mr. G. R. Williams. Mr. G. R. Williams is not related to Mr. T. M. Williams nor Mr. J. M. Williams.

(10) Includes 12,200,000 shares held directly by Wydler Global Equity Fund.

(11) Includes 8,670,807 shares held directly by Ordan Enterprises Ltd.

(12) Includes 8,156,590 shares held directly by Gai Havkin.

(13) Includes 7,946,755 shares held directly by Lool Ventures Limited Partnership.

(14) Includes 7,700,752 shares held directly by Norma Investment Limited.

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATEDTRANSACTIONS, AND DIRECTOR INDEPENDENCE

The Company has a liability of $33,000 (2018 - $nil) to a company owned by a current director and officer of the Company for payment of consulting fees of $142,000 (2018 - $132,000) by the current director and officer of the Company.

The Company has a liability of $9 (2018 - $nil) to a current director and officer of the Company for expenses incurred.

The Company has a liability of $267 (2018 - $1,647) to a current director and officer of the Company for expenses incurred.

The Company has a liability of $19,779 (2018 - $nil) to a company owned by a current director and officer of the Company for payment of consulting fees of $76,729 (2018 - $77,310) by the current director and officer of the Company.

The Company has a liability of $22,500 (2018 - $nil) to a company owned by a current director and officer of the Company for payment of consulting fees of $100,000 (2018 - $90,000) by the current director and officer of the Company.

The Company has a liability of $30,974 (2018 - $nil) to a current director and officer of the Company for payroll and bonuses.

The Company has a liability of $5,500 (2018 - $1,500), to independent directors of the Company for payment of consulting fees. During the year ended December 31, 2019, the Company paid $9,500 (2018 - $4,500) to the independent directors in director fees.

The Company has a liability of $91 (2018 - $7,317), to an officer of the Company for payment of consulting fees and expenses incurred of $148,434 (2018 - $109,079) by the officer of the Company.

The Company has a liability of $nil (2018 - $nil), to an officer of the Company for payment of consulting fees and expenses incurred of $103,465 (2018 - $nil) by the officer of the Company.

The Company has promissory notes totaling $nil (2018 - $nil), including interest, from shareholders holding more than 10% of the Company. The interest on the notes are 2% per annum, calculated and compounded annually and paid annually. During the year ended December 31, 2018, these promissory notes were settled through a warrant exercise for 1,200,000 shares, in a non-cash transaction.

During the year ended December 31, 2018, the directors and shareholders holding more than 10% of the Company's shares subscribed for 1,200,000 units totaling CAD$540,000 ($408,102) in the private placement.

During the year ended December 31, 2018, the Company granted 700,000 (2018 - 125,000) options with an exercise price of CAD$0.54 (approximately $0.42) for fiscal 2018 per share and 275,000 (2018 - nil) with an exercise price of $0.50 for fiscal 2018, to related parties. The Company expensed $479 (2018 - $281,492) in stock-based compensation for these options granted to related parties.

The Company has a receivable of $nil (2018 - $2,305) from a company of which a previous director of the Company is a director.

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

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

During the year ended December 31, 2019, the Company incurred fees of $68,642 (2018 - $43,352) from the principal accountant during fiscal 2019 - Davidson & Company LLP, $68,642 of these fees related to audit fees (2018 - $43,352).

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

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PART IV

ITEMS 15. EXHIBITS

The exhibits required by Item 601 of Regulation S-K are listed in the accompanying Exhibit Index at the end of this report. Each management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K has been identified.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

(previouslyShoal Games Ltd.)

By: /s/ J. M. Williams

J. M. Williams

Co-Chief Executive Officer

By: /s/ E. Ben Tora

E. Ben Tora

Co-Chief Executive Officer

Date: April 22, 2020

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date

By: /s/ J. M. Williams Co-Chief Executive Officer April 22, 2020

J. M. Williams

By: /s/ E. Ben Tora Co-Chief Executive Officer April 22, 2020

E. Ben Tora

By: /s/ H. W. Bromley Chief Financial Officer April 22, 2020

H. W. Bromley (Principal Financial and

Principal Accounting Officer)

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EXHIBIT 31.1

CERTIFICATIONS

I, J. M. Williams, certify that:

1. I have reviewed this annual report on Form 10-K of Kidoz Inc. (previously Shoal Games Ltd.);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of Kidoz Inc. (previously Shoal Games Ltd.) as of, and for, the periods presented in this annual report;

4. Kidoz Inc. (previously Shoal Games Ltd.)'s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Kidoz Inc. (previously Shoal Games Ltd.), including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting 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 generally accepted accounting principles;

(c) Evaluated the effectiveness of Kidoz Inc. (previously Shoal Games Ltd.)'s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of as of December 31, 2019, covered by this annual report based on such evaluation; and

(d) Disclosed in this report any change Kidoz Inc. (previously Shoal Games Ltd.)'s internal control over financial reporting that occurred during Kidoz Inc. (previously Shoal Games Ltd.)'s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, Kidoz Inc. (previously Shoal Games Ltd.)'s internal control over financial reporting; and

5. Kidoz Inc. (previously Shoal Games Ltd.)'s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to Kidoz Inc. (previously Shoal Games Ltd.)'s auditors and the audit committee of Kidoz Inc. (previously Shoal Games Ltd.)'s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Kidoz Inc. (previously Shoal Games Ltd.)'s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Signed : /s/ J. M. Williams****

Date : April 22, 2020

J. M. Williams,

Co-Chief Executive Officer,

Page 74

EXHIBIT 31.2

CERTIFICATIONS

I, E. Ben Tora, certify that:

I have reviewed this annual report on Form10-K of Kidoz Inc. (previously Shoal Games Ltd.);

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of Kidoz Inc. (previously Shoal Games Ltd.) as of, and for, the periods presented in this annual report;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Signed : /s/ E. Ben Tora****

Date : April 22, 2020

E. Ben Tora,

Co-Chief Executive Officer,

Page 75

EXHIBIT 31.3

CERTIFICATIONS

I, H. W. Bromley, certify that:

I have reviewed this annual report on Form10-K of Kidoz Inc. (previously Shoal Games Ltd.);

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of Kidoz Inc. (previously Shoal Games Ltd.) as of, and for, the periods presented in this annual report;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Signed : /s/ H. W. Bromley****

Date : April 22, 2020

H.W. Bromley,

Chief Financial Officer

(Principal Accounting Officer)

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EXHIBIT 32.1

CERTIFICATIONPURSUANT TO

18 U.S.C.SECTION 1350,

AS ADOPTEDPURSUANT TO

SECTION 906 OFTHE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Kidoz Inc. (previously Shoal Games Ltd.). (the "Company") on Form 10-K for the period ended December 31, 2019, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, J. M. Williams, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

a) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

b) The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ J. M. Williams

J. M. Williams

Co-Chief Executive Officer

April 22, 2020

A signed original of this written statement required by Section 906 has been provided to Kidoz Inc. (previously Shoal Games Ltd.) and will be retained by the company and furnished to the Securities and Exchange Commission or its staff upon request.

Page 77

EXHIBIT 32.2

CERTIFICATIONPURSUANT TO

18 U.S.C.SECTION 1350,

AS ADOPTEDPURSUANT TO

SECTION 906 OFTHE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Kidoz Inc. (previously Shoal Games Ltd.). (the "Company") on Form 10-K for the period ended December 31, 2019, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, E. Ben Tora, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

a) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

b) The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ E. Ben Tora

E. Ben Tora

Co-Chief Executive Officer

April 22, 2020

Page 78

EXHIBIT 32.3

CERTIFICATIONPURSUANT TO

18 U.S.C.SECTION 1350,

AS ADOPTEDPURSUANT TO

SECTION 906 OFTHE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Kidoz Inc. (previously Shoal Games Ltd.). (the "Company") on Form 10-K for the period ended December 31, 2019, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, H. W. Bromley, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

a) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

b) The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ H. W. Bromley

H. W. Bromley

Chief Financial Officer

April 22, 2020

Page 79

EXHIBIT LIST

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

Exhibit Number	Description
4.4	Convertible Debenture between the Company and unrelated parties dated July 2, 2002. (b)
4.5	Common Stock Purchase Warrant between the Company and unrelated parties dated July 2, 2002. (b)
10.2	Asset Purchase Agreement by and between Bingo, Inc. and Progressive Lumber, Corp. dated January 18, 1999. (a)
10.24	Amended Consulting Agreement dated February 28, 2002, between the Company, T.M. Williams (Row), Ltd., and T.M. Williams. (c)
10.32	Code of Business Conduct and Ethics dated December 22, 2006. (d)
10.33	Amended Consulting Agreement dated June 16, 2010, between the Company, T.M. Williams (Row), Ltd., and T.M. Williams. (e)
10.37	Amended Consulting Agreement dated August 1, 2013, between the Company, T.M. Williams (Row), Ltd., and T.M. Williams. (f)
10.38	Consulting Agreement dated January 1, 2014, between the Company, Jayska Consulting Ltd., and J.M. Williams. (f)
10.39	Consulting Agreement dated January 1, 2014, between the Company, LVA Media Inc., and J.M. Williams. (f)
10.41	Consulting Agreement dated January 1, 2014, between the Company, Bromley Accounting Services Limited, and H. W. Bromley. (f)
10.42	Share Purchase Agreement for the purchase of Kidoz Ltd. (g)
31.1	Certificate of Co-Chief Executive Officer pursuant to the Securities Exchange Act Rules 13a-15(e) and 15d -15(e) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated April 22, 2020.
31.2	Certificate of Co-Chief Executive Officer pursuant to the Securities Exchange Act Rules 13a-15(e) and 15d -15(e) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated April 22, 2020.
31.3	Certificate of Chief Financial Officer pursuant to the Securities Exchange Act Rules 13a-15(e) and 15d -15(e) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated April 22, 2020.
32.1	Certification from the Co-Chief Executive Officer of Kidoz Inc. (previously Shoal Games Ltd.). pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated April 22, 2020.
32.2	Certification from the Co-Chief Executive Officer of Kidoz Inc. (previously Shoal Games Ltd.). pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated April 22, 2020.
32.3	Certification from the Chief Financial Officer of Kidoz Inc. (previously Shoal Games Ltd.). pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated April 22, 2020.

(a) Previously filed with the Registrant's registration statement on Form 10 on June 9, 1999.

(b) Previously filed with the Company's quarterly report on Form 10-Q for the period ended September 30, 2002, on November 14, 2002.

(c) Previously filed with the Company's quarterly report on Form 10-Q for the period ended June 30, 2002, on August 14, 2002.

Page 80

(d) Previously filed with the Company's report on Form 8-K on December 26, 2006.

(e) Previously filed with the Company's report on Form 8-K on June 17, 2010.

(f) Previously filed with the Company's report on Form 8-K on March 24, 2014.

(g) Previously filed with the Company's report on Form 8-K on March 12, 2019.

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OVERVIEW