Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2023

Commission File Number: 333-120120-01

KIDOZ INC.

(Translation of registrant’s name into English)

Suite 220, 1685 West 4^th Avenue

Vancouver, BC, V6J 1L8

Canada

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒

Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes ☐ No ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

Exhibits:

Exhibit Number		Description

Exhibit 99.1		Condensed Interim Consolidated Financial Statements for the Three Months Ended June 30, 2023

Exhibit 99.2		Management’s Discussion and Analysis for the Three Months Ended June 30, 2023

Exhibit 99.3		Form 52-10F2 CEO Certification of Interim Filings of Kidoz Inc. for quarter ended June 30, 2023.

Exhibit 99.4		Form 52-10F2 CFO Certification of Interim Filings of Kidoz Inc. for quarter ended June 30, 2023.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	KIDOZ INC.
	(Registrant)

Date : August 23, 2023	By:	*/s/ J. M. Williams*
		J. M. WILLIAMS,
		CEO

Exhibit 99.1

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Description automatically generated

Kidoz Inc.

and subsidiaries

Condensed Interim Consolidated Financial Statements

Unaudited

June 30, 2023

Kidoz Inc. and subsidiaries

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING

The accompanying unaudited condensed interim consolidated financial statements of Kidoz Inc. are the responsibility of the management and Board of Directors of the Company.

The unaudited condensed interim consolidated financial statements have been prepared by management, on behalf of the Board of Directors, in accordance with the accounting policies disclosed in the notes to the financial statements. Where necessary, management has made informed judgments and estimates in accounting for transactions which were not complete at the statement of financial position date. In the opinion of management, the financial statements have been prepared within acceptable limits of materiality and are in accordance with the accounting principles generally accepted in the United States of America (“US GAAP”) applicable to interim financial information and with the rules and regulations of the United States Securities and Exchange Commission.

Management has established systems of internal control over the financial reporting process, which are designed to provide reasonable assurance that relevant and reliable financial information is produced.

The Board of Directors is responsible for reviewing and approving the financial statements together with other financial information of the Company and for ensuring that management fulfills its financial reporting responsibilities. An Audit Committee assists the Board of Directors in fulfilling this responsibility. The Audit Committee meets with management to review the financial reporting process and the unaudited condensed interim consolidated financial statements together with other financial information of the Company. The Audit Committee reports its findings to the Board of Directors for its consideration in approving the unaudited interim condensed consolidated financial statements together with other financial information of the Company for issuance to the shareholders.

Management recognizes its responsibility for conducting the Company’s affairs in compliance with established financial standards, and applicable laws and regulations, and for maintaining proper standards of conduct for its activities.

/S/ J.M. Williams		/S/ H. W. Bromley
J. M. Williams,		H.W. Bromley
Chief Executive Officer		Chief Financial Officer

Page 1

Kidoz Inc. and subsidiaries

Unaudited Condensed Consolidated Interim Financial Statements

For Periods Ended June 30, 2023 and 2022

Unaudited Condensed Interim Consolidated Financial Statements

Consolidated Balance Sheets	3

Consolidated Statements of Operations and Comprehensive (Loss) Income	4

Consolidated Statements of Stockholders’ Equity	5

Consolidated Statements of Cash Flows	6

Notes to Consolidated Financial Statements	7

Page 2

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

Unaudited Condensed Interim Consolidated Balance Sheets

(Unaudited)

As at	June 30, 2023			December 31, 2022
Assets
Current assets:
Cash	$	1,380,740		$	2,363,530
Accounts receivable, less allowance for doubtful accounts $24,324 (December 31, 2022 - $53,241) (Note 3)		3,547,308			7,400,282
Prepaid expenses		59,018			71,248
Total Current Assets		4,987,066			9,835,060

Equipment (Note 4)		33,444			33,522
Goodwill (Note 6)		3,301,439			3,301,439
Intangible assets (Note 5)		874,588			1,147,457
Long term cash equivalent		22,811			22,310
Operating lease right-of-use assets (Note 12)		20,344			36,529
Security deposit		10,923			10,766

Total Assets	$	9,250,615		$	14,387,083

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	1,100,204		$	4,826,667
Accrued liabilities		656,209			703,880
Accounts payable and accrued liabilities - related party (Note 13)		62,555			80,874
Derivative liability – warrants (Note 2e and 9)		-			51
Government CEBA current loan (Note 9)		45,291			44,296
Operating lease liabilities – current portion (Note 12)		22,821			32,116
Total Current Liabilities		1,887,080			5,687,884

Operating lease liabilities – non-current portion (Note 12)		-			7,440
Total Liabilities		1,887,080			5,695,324

Commitments (Note 11)		-			-

Stockholders’ Equity (Note 9):
Common stock, no par value, unlimited shares authorized, 131,304,499 shares issued and outstanding (December 31, 2022 - 131,347,999)		50,900,898			50,664,887
Treasury shares, nil shares (December 31, 2022 – 41,500)		-			(11,793	)
Accumulated deficit		(43,561,943	)		(41,985,915	)
Accumulated other comprehensive income: Foreign currency translation adjustment		24,580			24,580
Total Stockholders’ Equity		7,363,535			8,691,759

Total Liabilities and Stockholders’ Equity	$	9,250,615		$	14,387,083

See accompanying notes to the unaudited condensed interim consolidated financial statements.

These unaudited condensed interim consolidated financial statements were authorized for issue by the Board of Directors on August 21, 2023. They are signed on the Company’s behalf by:

Approved by the Board of Directors		/s/ Jason Williams
		J. Williams
		CEO

Page 3

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

Unaudited Condensed Interim Consolidated Statements of Operations and Comprehensive Loss

For Periods Ended June 30, 2023 and 2022

(Unaudited)

	Six Months ended June 30, 2023			Six Months ended June 30, 2022			Three Months ended June 30, 2023			Three Months ended June 30, 2022

Revenue:
Ad tech advertising revenue	$	4,033,514		$	4,613,205		$	2,495,469		$	2,458,351
Programmatic advertising revenue		322,846			57,926			254,776			30,972
Content revenue		131,564			134,477			63,994			28,814
Total revenue		4,487,924			4,805,608			2,814,239			2,518,137

Cost of sales:		2,578,375			3,002,748			1,574,659			1,546,172
Total cost of sales		2,578,375			3,002,748			1,574,659			1,546,172

Gross profit		1,909,549			1,802,860			1,239,580			971,965

Operating expenses:
Amortization of operating lease right-of-use assets (Note 12)		16,185			14,581			6,782			7,178
Depreciation and amortization (Notes 4 & 5)		278,979			278,985			139,692			138,614
Directors fees (Note 13)		4,000			3,998			2,000			2,998
General and administrative		342,282			402,013			150,813			186,119
Salaries, wages, consultants and benefits		359,668			427,758			193,286			149,559
Selling and marketing (Note 13)		634,083			431,802			306,561			251,788
Stock awareness program		112,737			95,758			55,820			44,427
Stock-based compensation (Note 9 & 13)		248,321			344,592			136,347			184,594
Content and software development (Note 7 & 13)		1,499,731			1,160,693			755,397			644,054
Total operating expenses		3,495,986			3,160,180			1,746,698			1,609,331

Loss before other income (expense) and income taxes		(1,586,437	)		(1,357,320	)		(507,118	)		(637,366	)

Other income (expense):
Foreign exchange gain (loss)		10,346			(117,253	)		(2,305	)		(89,821	)
Gain on derivative liability – warrants (Note 2e)		51			21,849			-			5,505
Interest and other income		12			-			7			-

Loss before income taxes		(1,576,028	)		(1,452,724	)		(509,416	)		(721,682	)

Income tax recovery (expense)		-			5			-			5
Loss after tax		(1,576,028	)		(1,452,719	)		(509,416	)		(721,677	)

Other comprehensive income (loss)		-			-			-			-

Comprehensive loss	$	(1,576,028	)	$	(1,452,719	)	$	(509,416	)	$	(721,677	)

Basic and diluted loss per common share	$	(0.01	)	$	(0.01	)	$	(0.00	)	$	(0.00	)

Weighted average common shares outstanding, basic		131,306,021			131,424,989			131,304,499			131,424,989
Weighted average common shares outstanding, diluted		131,306,021			131,424,989			131,304,499			131,424,989

See accompanying notes to the Unaudited Condensed Interim Consolidated Financial Statements.

Page 4

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

Unaudited Condensed Interim Consolidated Statements Of Stockholders’ Equity

For the periods ended June 30, 2023 and 2022

(Unaudited)


							Six-Month period Ended June 30, 2023
	Common stock												Accumulated Other Comprehensive income Foreign currency
	Shares			Amount			Treasury shares			Accumulated Deficit			translation adjustment		Total Stockholders’ Equity
Balance, December 31, 2022		131,347,999		$	50,664,887		($	11,793	)	($	41,985,915	)	$	24,580	$	8,691,759

Stock-based compensation		-			111,974			-			-			-		111,974
Repurchase of common shares		(43,500	)		(12,310	)		11,793			-			-		(517	)
Net loss and comprehensive loss		-			-						(1,066,612	)		-		(1,066,612	)
Balance, March 31, 2023		131,304,499		$	50,764,551			-		($	43,052,527	)	$	24,580	$	7,736,604

Stock-based compensation		-			136,347			-			-			-		136,347
Net loss and comprehensive loss		-			-						(509,416	)		-		(509,416	)
Balance, June 30, 2023		131,304,499		$	50,900,898			-		($	43,561,943	)	$	24,580	$	7,363,535


	Six-Month period Ended June 30, 2022
	Common stock							Accumulated Other Comprehensive income Foreign currency
	Shares		Amount		Accumulated Deficit			translation adjustment		Total Stockholders’ Equity
Balance, December 31, 2021		131,424,989	$	49,964,919	($	40,638,802	)	$	24,580	$	9,350,697

Stock-based compensation		-		159,998		-			-		159,998
Net loss and comprehensive loss		-		-		(731,042	)		-		(731,042	)
Balance, March 31, 2022		131,424,989	$	50,124,917	($	41,369,844	)	$	24,580	$	8,779,653

Shares issued		156,510		79,705		-			-		79,705
Stock-based compensation		-		184,594		-			-		184,594
Net loss and comprehensive loss		-		-		(721,677	)		-		(721,677	)
Balance, June 30, 2022		131,581,499	$	50,389,216	($	42,091,521	)	$	24,580	$	8,322,275

See accompanying notes to the Unaudited Condensed Interim Consolidated Financial Statements.

Page 5

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

Unaudited Condensed Interim Consolidated Statements of Cash Flows

For the Six month periods ended June 30, 2023 and 2022

(Unaudited)

	2023			2022
Cash flows from operating activities:
Net loss	$	(1,576,028	)	$	(1,452,719	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		278,979			278,985
Amortization of operating lease right-of-use assets		16,185			14,581
Gain on derivative liability – warrants		(51	)		(21,849	)
Stock-based compensation		248,321			344,592
Unrealized foreign exchange gain (loss)		336			(354	)

Changes in operating assets and liabilities:
Accounts receivable		3,852,974			2,807,968
Prepaid expenses		12,230			7,195
Accounts payable and accrued liabilities		(3,792,452	)		(2,299,946	)
Net cash used in operating activities		(959,506	)		(321,547	)

Cash flows from investing activities:
Acquisition of equipment		(6,032	)		(6,979	)
Security deposits		-			(3,613	)
Net cash used in investing activities		(6,032	)		(10,592	)

Cash flows from financing activities:
Payments for repurchase of common shares		(517	)		-
Payments on operating lease liabilities		(16,735	)		(16,815	)
Net cash used in financing activities		(17,252	)		(16,815	)

Change in cash		(982,790	)		(348,954	)

Cash, beginning of period		2,363,530			2,078,607
Cash, end of period	$	1,380,740		$	1,729,653

Supplementary information:
Interest paid	$	-		$	-
Income taxes paid	$	3,617		$	3,206
Non-cash transaction
Shares issued to settle accounts payable and accrued liabilities	$	-		$	79,705

See accompanying notes to the Unaudited Condensed Interim Consolidated Financial Statements.

Page 6

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

Notes to Unaudited Condensed Interim Consolidated Financial Statements

Three Months ended June 30, 2023 and 2022

(Unaudited)

1. Basis of Presentation:

The accompanying unaudited condensed interim consolidated financial statements have been prepared by Kidoz Inc. (“the Company”) in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) applicable to interim financial information and with the rules and regulations of the United States Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed, or omitted, pursuant to such rules and regulations. In the opinion of management, the unaudited condensed interim consolidated financial statements include all adjustments necessary for the fair presentation of the results of the interim periods presented. All adjustments are of a normal recurring nature, except as otherwise noted below. These unaudited interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto filed April 19, 2023 for the year ended December 31, 2022, included in the Company’s Annual Financial Statements and Management’s Discussion and Analysis filed with the TSX Venture Exchange on SEDAR and the Annual Report on Form 20-F, filed with the Securities and Exchange Commission. The results of operations for the interim periods are not necessarily indicative of the results of operations for any other interim period or for a full fiscal year.

Continuing operations

These unaudited condensed interim consolidated financial statements have been prepared assuming the realization of assets and the settlement of liabilities in the normal course of operations. The Company expects to continue to generate sufficient cash flows to fund continued operations for the next 12 months, or, in the absence of adequate cash flows from operations, obtaining additional financing.

Management continues to review operations in order to identify additional strategies designed to generate cash flow, improve the Company’s financial position, and enable the timely discharge of the Company’s obligations.

There have been many factors which have affected the world economies in recent years. These include global pandemics (i.e. coronavirus COVID-19), inflation, the current banking crisis (e.g. Silicon Valley Bank), the war in Ukraine and many more. These factors have adversely affected workforces, economies, and financial markets globally. It has also disrupted the normal operations of many businesses, including the Company’s. These factors have affected spending, thereby affecting demand for the Company’s product and the Company’s business and its results of operations. It is not possible for the Company to predict the duration or magnitude of these factors at this time and the full effects on the Company’s business, its future results of operations, or ability to raise funds.

2. Summary of significant accounting policies:

(a) Basis of presentation:

These unaudited condensed interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) applicable to annual financial information and with the rules and regulations of the United States Securities and Exchange Commission and the TSX Venture Exchange. The financial statements include the accounts of the Company’s subsidiaries:

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

Page 7

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

Notes to Unaudited Condensed Interim Consolidated Financial Statements

Three Months ended June 30, 2023 and 2022

(Unaudited)

2. Summary of significant accounting policies: (Continued)

(a) Basis of presentation: (Continued)

During the quarter ended March 31, 2023, Shoal Games (UK) Plc was discontinued.

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

All inter-company balances and transactions have been eliminated in the unaudited interim consolidated financial statements.

(b) Use of estimates:

The preparation of unaudited condensed interim consolidated financial statements in conformity with US GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and recognized revenues and expenses for the reporting periods.

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

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

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

Page 8

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

Notes to Unaudited Condensed Interim Consolidated Financial Statements

Three Months ended June 30, 2023 and 2022

(Unaudited)

2. Summary of significant accounting policies (Continued):

To achieve this core principle, the Company applied the following five steps:

1) Identify the contract with a customer

A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the services to be transferred, whose impression count will form the basis of the revenue and identifies the payment terms related to these services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer.

2) Identify the performance obligations in the contract

Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised services, the Company must apply judgment to determine whether promised services are capable of being distinct and distinct in the context of the contract. If these criteria are not met the promised services are accounted for as a combined performance obligation.

3) Determine the transaction price

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

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

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis. The Company determines standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations.

Page 9

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

Notes to Unaudited Condensed Interim Consolidated Financial Statements

Three Months ended June 30, 2023 and 2022

(Unaudited)

2. Summary of significant accounting policies (Continued):

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

The Company satisfies performance obligations at a point in time as discussed in further detail under “Disaggregation of Revenue” below. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer.

Disaggregation of Revenue

All of the Company’s performance obligations, and associated revenue, are generally transferred to customers at a point in time. The Company has the following revenue streams:

1) Ad tech advertising revenue - The pricing and terms for all our in-game advertising arrangements are mostly governed by insertion order which generally stipulates the payment terms, the duration (usually short term in nature), the number of advertising units delivered (e.g. impressions, completed views, or cost per install) and the contractually agreed upon price per advertising unit. The Company has concluded that the delivery of the Ad tech advertising is delivered at a point in time and, as such, has concluded these deliveries are a single performance obligation. The Company invoices fees which are generally variable based on the arrangement, which would typically include the number of impressions delivered at a specified price per application. For impressions delivered, revenue is recognized in the month in which the Company delivers the application to the end consumer or the month when the campaign ends.

2) Programmatic advertising revenue - The Company generally offers these services under a programmatic bid on a Cost-per-Impression (CPM) basis. Our customers upload their advertisements into a demand side platform which then connects to our SDK through an exchange platform and on a bid system agree on the CPM rate and the impressions to be served.

The Company has concluded that the delivery of the Programmatic advertising is delivered at the earlier of month end or at a point in time and, as such, has concluded these deliveries are a single performance obligation. The Company is deemed to be the principal in the transaction and therefore recognizes the revenue on a gross basis and commissions are recognized as cost of sales. The Company invoices fees which are generally variable based on the arrangement, which would typically include the number of impressions delivered at a specified price per application. For impressions delivered, revenue is recognized in the month in which the Company delivers the application to the end consumer or the month when the campaign ends.

Page 10

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

Notes to Unaudited Condensed Interim Consolidated Financial Statements

Three Months ended June 30, 2023 and 2022

(Unaudited)

2. Summary of significant accounting policies (Continued):

3) Content revenue – The Company recognizes content revenue on the following forms of revenue:

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

b) Rooplay - The Company generates revenue through subscriptions or premium sales of Rooplay, (www.rooplay.com) the cloud-based EduGame system for kids to learn and play within its games on smartphones and tablet devices, such as Apple’s iPhone and iPad, and mobile devices utilizing Google’s Android operating system. The revenue is recognized net of platform fees.

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

d) In App purchases - The Company generates revenue through in-application purchases (“in-app purchases”) within its games; (i.e. Trophy Bingo (www.trophybingo.com)) on smartphones and tablet devices, such as Apple’s iPhone and iPad, and mobile devices utilizing Google’s Android operating system. Users can download the Company’s free-to-play games through Android, and Amazon, iOS and pay to acquire virtual currency which can be redeemed in the game for power plays. The initial download of the mobile game from the Digital Storefront does not create a contract under ASC 606 because of the lack of commercial substance; however, the separate election by the player to make an in-application purchase satisfies the criterion thus creating a contract under ASC 606.

The Company has identified the following performance obligations in these contracts:

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

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

Neither of these obligations are considered distinct since the actual mobile game and the related ongoing services are both required to purchase and benefit from the related virtual items. As such, the Company’s performance obligations represent a single combined performance obligation which is to make the game and the ongoing game related services available to the players. The revenue is recognized net of platform fees.

Page 11

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

Notes to Unaudited Condensed Interim Consolidated Financial Statements

Three Months ended June 30, 2023 and 2022

(Unaudited)

2. Summary of significant accounting policies (Continued):

(d) Software development costs:

The Company expenses all software development costs as incurred for the period ended June 30, 2023 and 2022. As at June 30, 2023, and December 31, 2022, all capitalized software development costs have been fully amortized and the Company has no capitalized software development costs.

Total software development costs were $14,556,209 as at June 30, 2023 (December 31, 2022 - $13,056,478).

(e) Derivative liability – warrants

The Company’s warrants have an exercise price in Canadian dollars whilst the Company’s functional 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 does not represent a cash payment of any kind.

(f) Impairment of long-lived assets and long-lived assets to be disposed of:

The Company identified the following intangible assets in the acquisition of Kidoz Ltd. Finite life intangible assets are recorded at historical cost less accumulated amortization based on their estimated useful life and any impairment is determined in accordance with ASC 360. The Company does not have any indefinite life intangible assets. Amortization is provided for annually on the straight-line method over the following periods:

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

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

(g) Goodwill:

The Company accounts for goodwill in accordance with the provisions of ASC 350, Intangibles-Goodwill and Others. Goodwill is the excess of the purchase price over the fair value of identifiable assets acquired, less liabilities assumed, in a business combination. The Company reviews goodwill for impairment. Goodwill is not amortized but is evaluated for impairment at least annually or whenever events or changes in circumstances indicate that it is more likely than not that the carrying amount may not be recoverable.

Page 12

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

Notes to Unaudited Condensed Interim Consolidated Financial Statements

Three Months ended June 30, 2023 and 2022

(Unaudited)

2.	Summary of significant accounting policies (Continued):

(g) Goodwill: (Continued)

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

During the year ended December 31, 2022, the Company determined there was no impairment of the goodwill.

(h) New accounting pronouncements and changes in accounting policy:

The Company has evaluated all of the recently issued, but not yet effective, accounting standards that have been issued or proposed by the Financial Accounting Standards Board or other standards-setting bodies through the filing date of these unaudited consolidated financial statements and does not believe the future adoption of any such pronouncements will have a material impact on its consolidated financial statements.

(i) Financial instruments and fair value measurements:

(i) Fair values:

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on measurement date. The Company classifies assets and liabilities recorded at fair value under the fair value hierarchy based upon the observability of inputs used in valuation techniques. Observable inputs (highest level) reflect market data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed market assumptions. The fair value measurements are classified under the following hierarchy:

(i) Financial instruments and fair value measurements: (Continued)

Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets and liabilities in active markets;

Page 13

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

Notes to Unaudited Condensed Interim Consolidated Financial Statements

Three Months ended June 30, 2023 and 2022

(Unaudited)

2.	Summary of significant accounting policies (Continued):

Level 2—Observable inputs, other than quoted market prices, that are either directly or indirectly observable in the marketplace for identical or similar assets and liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets and liabilities; and

Level 3—Unobservable inputs that are supported by little or no market activity that are significant to the fair value of assets or liabilities.

When available, we use quoted market prices to determine fair value, and we classify such measurements within Level 1. In some cases where market prices are not available, we make use of observable market-based inputs to calculate fair value, in which case the measurements are classified within Level 2. If quoted or observable market prices are not available, fair value is based upon valuations in which one or more significant inputs are unobservable, including internally developed models that use, where possible, current market-based parameters such as interest rates, yield curves and currency rates. These measurements are classified within Level 3.

Fair value measurements are classified according to the lowest level input or value-driver that is significant to the valuation. A measurement may therefore be classified within Level 3 even though there may be significant inputs that are readily observable.

Fair value measurement includes the consideration of nonperformance risk. Nonperformance risk refers to the risk that an obligation (either by a counterparty) will not be fulfilled. For financial assets traded in an active market (Level 1 and certain Level 2), the nonperformance risk is included in the market price. For certain other financial assets and liabilities (certain Level 2 and Level 3), our fair value calculations have been adjusted accordingly.

The fair value of accounts receivable, accounts payable, accrued liabilities, and accounts payable, accrued liabilities - related party and the government CEBA loan approximate their financial statement carrying amounts due to the short-term maturities of these instruments and are therefore carried at their historical cost basis.

Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and included situations where there is little, if any, market activity for the asset. The Company’s cash and long-term cash equivalents were measured using Level 1 inputs. Stock-based compensation and derivative liability – warrants were measured using Level 2 inputs. Goodwill impairment was measured using Level 3 inputs.

Page 14

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

Notes to Unaudited Condensed Interim Consolidated Financial Statements

Three Months ended June 30, 2023 and 2022

(Unaudited)

2. Summary of significant accounting policies (Continued):

(i) Financial instruments and fair value measurements: (Continued)

(ii) Foreign currency risk:

The Company operates internationally, which gives rise to the risk that cash flows may be adversely impacted by exchange rate fluctuations. The Company has not entered into any forward exchange contracts or other derivative instrument to hedge against foreign exchange risk.

3. Accounts receivable:

Schedule of Accounts Receivable

	June 30, 2023			December 31, 2022
Accounts receivable	$	3,571,632		$	7,453,523
Expected credit losses		(24,324	)		(53,241	)

Net accounts receivable	$	3,547,308		$	7,400,282

The Company has a doubtful debt provision of $24,324 for existing accounts receivable.

4. Equipment:

June 30, 2023	Cost		Accumulated depreciation		Net book Value

Equipment and computers	$	181,805	$	153,851	$	27,954
Furniture and fixtures		16,517		11,027		5,490
Equipment total	$	198,322	$	164,878	$	33,444

December 31, 2022	Cost		Accumulated depreciation		Net book Value

Equipment and computers	$	175,773	$	148,266	$	27,507
Furniture and fixtures		16,517		10,502		6,015
Equipment total	$	192,290	$	158,768	$	33,522

Depreciation expense was $3,258 (June 30, 2022 - $2,180) for the quarter ended June 30, 2023.

5. Intangible assets:

June 30, 2023	Cost		Accumulated depreciation		Net book Value

Ad Tech technology	$	1,877,415	$	1,627,093	$	250,322
Kidoz OS technology		31,006		31,006		-
Customer relationship		1,362,035		737,769		624,266
Intangible assets total	$	3,270,456	$	2,395,868	$	874,588

Page 15

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

Notes to Unaudited Condensed Interim Consolidated Financial Statements

Three Months ended June 30, 2023 and 2022

(Unaudited)

5. Intangible assets: (Continued)

December 31, 2022	Cost		Accumulated amortization		Net book Value

Ad Tech technology	$	1,877,415	$	1,439,351	$	438,064
Kidoz OS technology		31,006		31,006		-
Customer relationship		1,362,035		652,642		709,393
Intangible assets total	$	3,270,456	$	2,122,999	$	1,147,457

Amortization expense was $136,434 (June 30, 2022 - $136,434) for the quarter ended June 30, 2023.

6. Goodwill:

The changes in the carrying amount of goodwill for the period ended June 30, 2023, and the year ended December 31, 2022 were as follows:

	June 30, 2023		December 31, 2022
Goodwill, balance at beginning of period	$	3,301,439	$	3,301,439
Impairment of goodwill		-		-

Goodwill, balance at end of period	$	3,301,439	$	3,301,439

The Company’s annual goodwill impairment analysis performed during the fourth quarter of fiscal 2022 included a quantitative analysis of Kidoz Ltd. reporting unit (consisting of intangible assets (Note 5) and goodwill). The reporting unit has a carrying amount of $4,176,027 (December 31, 2022 - $4,448,896) as at June 30, 2023. The Company performed a discounted cash flow analysis for Kidoz Ltd. for the year ended December 31, 2022. These discounted cash flow models included management assumptions for expected sales growth, margin expansion, operational leverage, capital expenditures, and overall operational forecasts. The Company classified these significant inputs and assumptions as Level 3 fair value measurements. Based on the annual impairment test described above there was no additional impairment determined for fiscal 2023 or 2022.

7. Content and software development assets:

Since the year ended December 31, 2014, the Company has been developing software technology and content for our business. This software technology and content includes the continued development of the KIDOZ Safe Ad Network, the KIDOZ Kid-Mode Operating System, and the KIDOZ publisher SDK, development of Trophy Bingo, a social bingo game, the license, the development of the Rooplay platform and the development of the Rooplay Originals games.

Page 16

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

Notes to Unaudited Condensed Interim Consolidated Financial Statements

Three Months ended June 30, 2023 and 2022

(Unaudited)

7. Content and software development assets: (Continued)

During the period ended June 30, 2023, the Company has expensed the development costs of all its technology as incurred and has expensed the following software development costs.

	Six Months ended June 30, 2023		Six Months ended June 30, 2022		Three Months ended June 30, 2023		Three Months ended June 30, 2022

Opening total software development costs	$	13,056,478	$	10,559,601	$	13,800,812	$	11,076,240

Software development during the period		1,499,731		1,160,693		755,397		644,054
Closing total Software development costs	$	14,556,209	$	11,720,294	$	14,556,209	$	11,720,294

8. Government CEBA loan:

During the year ended December 31, 2020, the Company was granted a loan of $45,291 (CAD$60,000) under the Canada Emergency Business Account (CEBA) loan program for small businesses. The CEBA loan program is one of the many incentives the Canadian Government put in place in response to COVID-19. The loan is interest free and a third of the loan $15,079 (CAD$20,000) is eligible for complete forgiveness if $30,194 (CAD$40,000) is fully repaid on or before December 31, 2023. If the loan cannot be repaid by December 31, 2023, it can be converted into a 3-year term loan charging an interest rate of 5%.

9. Stockholders’ equity:

The holders of common stock are entitled to one vote for each share held. There are no restrictions that limit the Company’s ability to pay dividends on its common stock. The Company has not declared any dividends since incorporation. The Company’s common stock has no par value per common stock.

(a)	Common stock issuances:

There were no stock issuances during the quarter ended June 30, 2023 and 2022.

(b)	Normal Course Issuer Bid:

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

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

Page 17

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

Notes to Unaudited Condensed Interim Consolidated Financial Statements

Three Months ended June 30, 2023 and 2022

(Unaudited)

9.	Stockholders’ equity: (Continued)

(b)	Normal Course Issuer Bid: (Continued)

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

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

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

During the quarter ended March 31, 2023, 43,500 shares which were acquired, pursuant to the NCIB in effect, at an aggregate cost of $12,310, were cancelled.

(c)

Warrants

A summary of warrant activity for the quarter ended June 30, 2023 are as follows:

	Number of warrants			Exercise price		Expiry date
Outstanding, December 31, 2022		230,000			CAD$0.98	April 3, 2023

Granted		-			-
Expired unexercised		(230,000	)		CAD$0.98

Outstanding June 30, 2023		-			-

During the quarter ended June 30, 2023, the warrants expired unexercised and a gain on derivative liability - warrants of $51 (Fiscal 2022 - $23,314) and the derivative liability – warrants value reduced to nil (December 31, 2022 - $51) with the following assumptions:

	June 30, 2023			December 31, 2022
Exercise price		CAD$0.98			CAD$0.98
Stock price		CAD$0.25			CAD$0.35
Expected term		3 days			0.25 years
Expected dividend yield		-			-
Expected stock price volatility		97.90	%		77.46	%
Risk-free interest rate		3.12	%		3.55	%

Page 18

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

Notes to Unaudited Condensed Interim Consolidated Financial Statements

Three Months ended June 30, 2023 and 2022

(Unaudited)

9.	Stockholders’ equity: (Continued)

(d)	Stock option plans:

2015 stock option plan

In the year ended December 31, 2015, the shareholders approved the 2015 stock option plan and the 1999, 2001 and the 2005 plans were discontinued. The 2015 stock option plan is intended to provide incentive to employees, directors, advisors and consultants of the Company to encourage proprietary interest in the Company, to encourage such employees to remain in the employ of the Company or such directors, advisors and consultants to remain in the service of the Company, and to attract new employees, directors, advisors and consultants with outstanding qualifications. The maximum number of shares issuable under the Plan shall not exceed 10% of the number of Shares of the Company issued and outstanding as 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 their vesting schedule. The maximum term possible is 10 years. Under the amended 2015 plan we have reserved 10% of the number of Shares of the Company issued and outstanding as of each Award Date.

During the quarter ended June 30, 2023, the Company granted 2,550,000 options at CAD$0.50 ($0.40). During the quarter ended June 30, 2023, 1,988,000 options expired unexercised. Subsequent to the quarter ended June 30, 2023, 90,000 options were cancelled.

During the quarter ended June 30, 2022, the Company granted 1,885,000 options at CAD$0.30 ($0.22)

	Number of options			Weighted average exercise price
Outstanding, December 31, 2021		6,870,150		$	0.48

Granted		2,550,000			0.40
Expired		(506,150	)		(0.40	)
Cancelled		(285,600	)		(0.48	)

Outstanding, December 31, 2022		8,629,000		$	0.43

Granted		1,885,000			0.30
Expired		(1,988,000	)		(0.46	)
Cancelled		(130,000	)		(0.52	)

Outstanding June 30, 2023		8,396,000		$	0.39

The aggregate intrinsic value for options as of June 30, 2023 was $nil (December 31, 2022 - $nil).

Page 19

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

Notes to Unaudited Condensed Interim Consolidated Financial Statements

Three Months ended June 30, 2023 and 2022

(Unaudited)

9.	Stockholders’ equity: (Continued)

(d)	Stock option plans: (Continued)

The following table summarizes information concerning outstanding and exercisable stock options at June 30, 2023:

Exercise prices per share		Number outstanding		Number exercisable		Expiry date
	CAD$0.30		1,885,000		150,800	February 21, 2028
	CAD$0.45		2,030,400		1,123,800	June 30, 2025
	CAD$0.50		829,600		505,700	February 1, 2026
	CAD$0.50		2,395,000		766,400	February 1, 2027
	CAD$0.66		200,000		92,000	July 12, 2026
	CAD$1.02		1,056,000		552,000	April 6, 2026
			8,396,000		3,190,700

During the quarter ended June 30, 2023, the Company recorded stock-based compensation of $136,347 on the options granted and vested (June 30, 2022 – $184,594) and as per the Black-Scholes option-pricing model, with a weighted average fair value per option grant of $0.29 (June 30, 2022 - $0.34).

10. Fair value measurement:

The following table sets forth the fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis based on the three-tier fair value hierarchy.

	Level 1		Level 2		Level 3		Total
As at June 30, 2023
Assets
Cash	$	1,380,740	$	-	$	-	$	1,380,740
Long term cash equivalent		22,811		-		-		22,811
Liabilities
Derivative liability – warrants		-		-		-		-
Total net assets measured and recorded at fair value	$	1,403,551	$	-	$	-	$	1,403,551

	Level 1		Level 2			Level 3		Total
As at December 31, 2022
Assets
Cash	$	2,363,530	$	-		$	-	$	2,363,530
Long term cash equivalent		22,310		-			-		22,310
Liabilities
Derivative liability – warrants		-		(51	)		-		(51	)
Total assets (liabilities) measured and recorded at fair value	$	2,385,840	($	51	)	$	-	$	2,385,789

Page 20

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

Notes to Unaudited Condensed Interim Consolidated Financial Statements

Three Months ended June 30, 2023 and 2022

(Unaudited)

11. Commitments:

The Company leases office facilities in Vancouver, British Columbia, Canada, and Netanya, Israel. These office facilities are leased under operating lease agreements. During the quarter ended March 31, 2023, the lease in The Valley, Anguilla was cancelled.

During the quarter ended March 31, 2019, the Company signed a five year lease for a facility in Vancouver, Canada, commencing April 1, 2019 and ending March 2024. This facility comprises approximately 1,459 square feet. The Company accounts for the lease in accordance with ASU 2016-02 (Topic 842) and has recognized a right-of-use asset and operating lease liability.

The Netanya, Israel operating lease expired on July 14, 2017 but unless 3 month’s notice is given it automatically renews for a future 12 months until notice is given. During the year ended December 31, 2022, the lease was extended for a further 12 months. This facility comprises approximately 190 square metres. The renewal of this lease is uncertain, hence the Company has accounted for this lease as a short-term lease.

The minimum lease payments under these operating leases are approximately as follows:


2023	$	50,346
2024		12,417

The Company paid rent expense totaling $30,784 for the quarter ended June 30, 2023 (June 30, 2022 - $32,425).

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

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

As at June 30, 2023, the Company had a number of renewable license commitments with large brands, including, Mr. Men and Little Miss and Mr. Bean. These agreements have commitments to pay royalties on the revenue from the licenses subject to the minimum guarantee payments. As at June 30, 2023, there were no further minimum guarantee payments commitments.

The Company expensed the minimum guarantee payments over the life of the agreement and recognized license expense of $4,168 (June 30, 2022 - $3,286) for the quarter ended June 30, 2023, and $8,407 (June 30, 2022 - $7,353) for the six months ended June 30, 2023.

Page 21

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

Notes to Unaudited Condensed Interim Consolidated Financial Statements

Three Months ended June 30, 2023 and 2022

(Unaudited)

12. Right of use assets:

There is no discount rate implicit in the Anguilla office operating lease agreement, so the Company estimated a 5% discount rate for the incremental borrowing rate for the lease as of the adoption date, January 1, 2020. There is no discount rate implicit in the license agreement, so the Company estimated a 12% discount rate for the incremental borrowing rate for the licenses as of the adoption date, January 1, 2019.

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

We elected the package of practical expedients permitted under the transition guidance within Topic 842, which allowed us to carry forward prior conclusions about lease identification, classification and initial direct costs for leases entered into prior to adoption of Topic 842.

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

The right-of-use assets are summarized as follows:

Schedule of Right-of-use Assets

	June 30, 2023			December 31, 2022

Opening balance for the period	$	36,529		$	65,464
Amortization of operating lease right-of use assets		(16,185	)		(28,935	)
Closing balance for the period	$	20,344		$	36,529

The operating lease as at June 30, 2023, is summarized as follows:

As at June 30, 2023	Operating lease- Office lease

2023	$	15,556
2024		7,778
Total lease payments	$	23,334
Less: Interest		(513	)
Present value of lease liabilities	$	22,821

Amounts recognized on the balance sheet
Current lease liabilities	$	22,821
Long-term lease liabilities		-

Total lease payments	$	22,821

Page 22

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

Notes to Unaudited Condensed Interim Consolidated Financial Statements

Three Months ended June 30, 2023 and 2022

(Unaudited)

12.

Right of use assets: (Continued)

Schedule of Operating Lease Liability

	June 30, 2023			December 31, 2022

Opening balance for the period	$	39,556		$	74,067
Payments on operating lease liabilities		(16,735	)		(34,511	)
Closing balance for the period		22,821			39,556
Less: current portion		(22,821	)		(32,116	)
Operating lease liabilities – non-current portion as at end of period	$	-		$	7,440

13. Related party transactions:

For the quarter ended June 30, 2023, the Company has the following related party transactions:

Schedule of Related Party Transactions

	Six Months ended June 30, 2023		Six Months ended June 30, 2022		Three Months ended June 30, 2023		Three Months ended June 30, 2022

Directors fees	$	4,000	$	3,998	$	2,000	$	2,998
Salaries, wages, consultants and benefits		316,778		378,004		154,113		150,611
Selling and marketing		43,324		64,897		15,803		34,443
Stock-based compensation (Note 9)		79,761		137,355		48,779		72,384
Content and software development (Note 7)		134,875		124,265		76,048		64,605
Closing balance for the period	$	578,738	$	708,519	$	296,743	$	325,041

The Company has liabilities of $62,555 (December 31, 2022 - $80,874) as at June 30, 2023, to current directors, officers and companies owned by the current directors and officers of the Company for employment, director and consulting fees.

During the quarter ended March 31, 2023, the Company granted 400,000 options with an exercise price of CAD$0.30 ($0.22) per share.

During the quarter ended March 31, 2022, the Company granted 900,000 options with an exercise price of CAD$0.50 ($0.39) per share.

Page 23

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

Notes to Unaudited Condensed Interim Consolidated Financial Statements

Three Months ended June 30, 2023 and 2022

(Unaudited)

14. Segmented information:

Revenue

The Company operates in reportable business segments, the sale of Ad tech advertising and content revenue.

The Company had the following revenue by geographical region.

	Six Months ended June 30, 2023		Six Months ended June 30, 2022		Three Months ended June 30, 2023		Three Months ended June 30, 2022
Ad tech advertising revenue
Western Europe	$	1,571,557	$	1,587,027	$	1,007,568	$	946,934
Central, Eastern and Southern Europe		130,756		133,177		67,504		79,159
North America		2,066,503		2,181,933		1,302,204		1,153,882
Other		264,698		711,068		118,193		278,376

Total ad tech advertising revenue	$	4,033,514	$	4,613,205	$	2,495,469	$	2,458,351

Content revenue
Western Europe	$	36,781	$	40,560	$	18,035	$	18,062
Central, Eastern and Southern Europe		26		304		14		97
North America		3,117		30,611		2,784		3,332
Other		91,640		63,002		43,161		7,323

Total content revenue	$	131,564	$	134,477	$	63,994	$	28,814

Programmatic advertising revenue
North America	$	322,846	$	57,926	$	254,776	$	30,972

Total Programmatic advertising revenue	$	322,846	$	57,926	$	254,776	$	30,972

Total revenue
Western Europe	$	1,608,338	$	1,627,587	$	1,025,603	$	964,996
Central, Eastern and Southern Europe		130,782		133,481		67,518		79,256
North America		2,392,466		2,270,470		1,559,764		1,188,186
Other		356,338		774,070		161,354		285,699

Total revenue	$	4,487,924	$	4,805,608	$	2,814,239	$	2,518,137

Equipment

The Company’s equipment is located as follows:

Schedule of Equipment

Net Book Value	June 30, 2023		December 31, 2022
Anguilla	$	-	$	60
Canada		20,203		20,143
Israel		9,874		9,279
United Kingdom		3,367		4,040
Total equipment	$	33,444	$	33,522

Page 24

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

Notes to Unaudited Condensed Interim Consolidated Financial Statements

Three Months ended June 30, 2023 and 2022

(Unaudited)

15. Concentrations:

Major customers

During the quarter ended June 30, 2023 and 2022, the Company sold Ad tech revenue, Programmatic advertising revenue and content revenue including subscriptions on its site Rooplay, in-app purchases on its social bingo sites, Trophy Bingo and Garfield’s Bingo and Rooplay Originals. During the quarter ended June 30, 2023, the Company had two Ad tech customers: $765,675 and $577,153 (June 30, 2022 – two customers: $567,970 and $396,567) respectively who purchased more than 10% of the total revenue. The Company is reliant on the Google App, iOS App and Amazon App Stores to provide a content platform for Rooplay, Trophy Bingo and Garfield’s Bingo to be played thereon and certain advertising agencies for the Ad tech revenue.

16. Concentrations of credit risk:

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

The Company currently maintains a substantial portion of its day-to-day operating cash balances at financial institutions. At June 30, 2023, the Company had total cash and cash equivalents balances of $1,380,740 (December 31, 2022 - $2,363,530) at financial institutions, where $1,140,904 (December 31, 2022 - $2,150,761) is in excess of federally insured limits.

The Company has concentrations of credit risk with respect to accounts receivable, the majority of its accounts receivable are concentrated geographically in the United States amongst a small number of customers.

As of June 30, 2023, the Company had two customers, totaling $1,280,545, and $602,066 who accounted for greater than 10% of the total accounts receivable. As of December 31, 2022, the Company had three customers, totaling $1,921,602, $1,061,177, and $920,736 respectively who accounted for greater than 10% of the total accounts receivable.

The Company controls credit risk through monitoring procedures and receiving prepayments of cash for services rendered. The Company performs credit evaluations of its customers but generally does not require collateral to secure accounts receivable.

Page 25

EXHIBIT 99.2

Logo

Description automatically generated

Kidoz Inc.

and subsidiaries

Management’s Discussion and Analysis

For the three and six months ended June 30, 2023

(Expressed on United States Dollars, unless otherwise noted)

Suite 220, 1685 West 4^th Avenue

Vancouver, BC

V6J 1L8

Canada

Tel : +1 888-374-2163

www.kidoz.net

KIDOZ INC. and subsidiaries

Management’s Discussion and Analysis

Three and Six Months ended June 30, 2023 and 2022

TABLE OF CONTENTS

BACKGROUND	1
FORWARD LOOKING STATEMENTS	1
OVERVIEW	2
INCORPORATION AND NATURE OF OPERATIONS	4
BUSINESS OVERVIEW	5
OPERATIONS	7
HIGHLIGHTS FOR THE THREE MONTHS ENDED JUNE 30, 2023	8
SUMMARY CONSOLIDATED FINANCIAL INFORMATION	8
DISCUSSION OF OPERATIONS AND OPERATIONAL HIGHLIGHTS	9
SUMMARY OF QUARTERLY RESULTS	12
LIQUIDITY AND CAPITAL RESOURCES	13
SHARE CAPITAL	14
OFF BALANCE SHEET ARRANGEMENTS	15
COMMITMENTS	15
RELATED PARTY TRANSACTIONS	15
ACCOUNTING POLICY CHANGES, CRITICAL ESTIMATES, JUDGMENTS AND ASSUMPTIONS	16
NEW ACCOUNTING PRONOUCEMENTS AND CHANGES IN ACCOUNTING POLICIES	16
FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS	17
RISKS AND UNCERTAINTIES	18
ADDITIONAL INFORMATION	22

KIDOZ INC. and subsidiaries

Management’s Discussion and Analysis

Three and Six Months ended June 30, 2023 and 2022

BACKGROUND

This Management’s Discussion and Analysis (“MD&A”) of Kidoz Inc. and its subsidiaries (the “Company”) constitutes management’s review of the financial condition and results of that operations for the three and six months ended June 30, 2023 and 2022. This MD&A should be read in conjunction with the Company’s unaudited condensed interim consolidated financial statements for the quarter ended June 30, 2023 and 2022, prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

This MD&A takes into account all material events that took place up until August 24, 2023, the date on which the Company’s Board of Directors approved this MD&A. Unless otherwise noted, all figures are in U.S. dollars, the presentation and functional currency of the Company. In the opinion of management, all adjustments (which consist only of normal recurring adjustments) considered necessary for a fair presentation have been included. The results presented for the quarter ended June 30, 2023, are not necessarily indicative of the results that may be expected for any future period.

Additional information regarding the Company is available on SEDAR at www.sedar.com, by Edgar on the United States Securities and Exchange Commission at www.sec.gov and on the Company’s website at www.kidoz.net.

FORWARD LOOKING STATEMENTS

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

Page 1

KIDOZ INC. and subsidiaries

Management’s Discussion and Analysis

Three and Six Months ended June 30, 2023 and 2022

OVERVIEW

Kidoz Inc. (TSXV:KIDZ) owns the leading Children’s Online Privacy Protection Rule (“COPPA”) & General Data Protection Regulation (“GDPR”) compliant contextual mobile advertising network that safely reaches hundreds of million kids, teens, and families every month. Google certified and Apple approved, Kidoz provides an essential suite of advertising technology that unites brands, content publishers and families. Our commitment to children’s privacy and safety has created one of the fastest growing mobile networks in the world. Trusted by Disney, Hasbro, Lego and more, the Kidoz Contextual Ad Network helps the world’s largest brands to safely reach and engage kids across thousands of mobile apps, websites and video channels. The Kidoz network does not use location or Personally Identifiable Information (“PII”) data tracking commonly used in digital advertising. Instead, Kidoz has developed advanced contextual targeting tools to enable brands to reach their ideal customers with complete brand safety. A focused AdTech solution provider, the Kidoz SDK and Kidoz Programmatic network have become essential products in the digital advertising ecosystem.

Kidoz is the market leader in contextual mobile advertising and the segment is only beginning to develop as new rules and stricter regulations are enacted and enforced by Google, Apple, and governments around the world. Kidoz builds and maintains the Kidoz SDK (Software Development Kit) that app developers install into their apps before releasing them into the App Stores. The Kidoz SDK is the core of the advertising technology that enables Kidoz to access advertising impressions available for sale. The Kidoz proprietary advertising system is compliant with COPPA, GDPR-K and other regulations adopted to protect the privacy and security of minors. The Kidoz proprietary advertising technology is installed in thousands of different apps, making it the most popular contextual mobile solution in the market.

Kidoz has established its leadership position through continued investments into research and development. Mobile devices are the primary tool used for all digital activities in everyday life across the entire world. The predominance of mobile is well established and Kidoz is well positioned to benefit from the wide adoption of its technology across thousands of popular apps. As the number of active campaigns live on Kidoz has increased substantially over the past 18 months, Kidoz has recruited hundreds of new apps and developers that focus on a wide range of audience segments. As a result of Kidoz’s rapid growth, the Company is now able to expand beyond its core advertising audience of children and begin to contextually target teens and parents for its brand partners.

Mobile AdTech systems are some of the most integrated and most valuable systems in the world. The scale of users we can reach with the Kidoz network is powerful and it opens many new opportunities for the Company. Extending our media offering beyond children is the first step we are taking as our sales and agency partners are interested in accessing these related segments of our traffic. Kidoz is experiencing a period of rapid growth and we are extending our business model in ways that will fill our huge available inventory with safe and high performing media.

Driving our revenue growth is strong underlying system growth for both users and publishers that are accessing the Kidoz technology. Media budgets continue to shift from linear TV to digital platforms like Kidoz as brands seek to engage their customers where families spend most of their screen time. In addition, regulation at the government level is positively influencing growth of the KIDOZ Safe Ad Network. COPPA in America and GDPR in Europe have forced advertisers and publishers to ensure their data and advertising methodologies are safe. Regulators in America are updating COPPA to further enhance child safety online, and regulators in China, India and other regions are considering similar measures. As Kidoz is compliant, the Company benefits from all child-safe advertising regulation.

Page 2

KIDOZ INC. and subsidiaries

Management’s Discussion and Analysis

Three and Six Months ended June 30, 2023 and 2022

Building on our performance in 2021 and 2022, we plan to continue our successful growth strategies in 2023. Our sales, product, and operational strategies are custom fit to match the favourable regulatory, consumer, and technological trends occurring in the market. The Kidoz programmatic technology is live, growing, and actively filling publisher inventory with campaigns safely sourced from the programmatic marketplace. As Kidoz advances its multiple product offerings, new opportunities arise in the bountiful mobile advertising ecosystem that is projected by eMarketer to exceed over US$400 billion by 2023 (eMarketer). It is our intention to explore expanding, either through additional uses of our new technology platforms for the entire mobile advertising market, or via synergistic M&A.

Furthermore, while the focus of the Company is the development and expansion of the Kidoz Safe Ad Network, we are developing our technology to expand into new markets, increase the scope of our market to include teens and families in a safe and secure manner either through new connections to the wider mobile advertising market, including the introduction and operation of our programmatic system, or via synergistic M&A. The Company continues to invest heavily in 2023, preparing for the likely significant growth in advertising demand in its fourth quarter, which historically has accounted for over 50% of the Companies annual total business.

Kidoz’s mobile products include the Kid Mode Operating System 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 Android, and iOS; and Trophy Bingo (www.trophybingo.com), live across mobile platforms. During the quarter ended June 30, 2023, Garfield’s Bingo and Trophy Bingo were discontinued.

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

References in this document to “the Company,” “we,” “us,” and “our” refer to Kidoz Inc.

Our executive offices are located at Suite 220, 1685 West 4^th Avenue, Vancouver, BC, V7J 1L8, Canada. Our telephone number is (888) 374-2163.

Page 3

KIDOZ INC. and subsidiaries

Management’s Discussion and Analysis

Three and Six Months ended June 30, 2023 and 2022

INCORPORATION AND NATURE OF OPERATIONS

Incorporation

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

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

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

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

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

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

For the quarter ended June 30, 2023, we conducted our business through the Anguilla incorporated entity and through our wholly-owned subsidiaries Kidoz Ltd. (“Kidoz Ltd.”), Shoal Media (Canada) Inc. (“Shoal Media Canada”), Shoal Games (UK) plc (“Shoal UK”), Shoal Media Inc. (“Shoal Media”), Prado Media Ltd. (“Prado Media”), Shoal Media UK Ltd. (“Shoal Media UK”), and Rooplay Media Kenya Limited. (“Rooplay Kenya”). Effective January 1, 2023, we will conduct our business through the Canadian incorporated entity and its subsidiaries.

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

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

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

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

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

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

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

Page 4

KIDOZ INC. and subsidiaries

Management’s Discussion and Analysis

Three and Six Months ended June 30, 2023 and 2022

BUSINESS OVERVIEW

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

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

Product Strategy

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

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

Marketing & Distribution Strategy

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

Page 5

KIDOZ INC. and subsidiaries

Management’s Discussion and Analysis

Three and Six Months ended June 30, 2023 and 2022

Sales & Pricing Strategy

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

Growth Strategy

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

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

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

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

Kidoz Original Equipment Manufacturer (“OEM”)

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

Page 6

KIDOZ INC. and subsidiaries

Management’s Discussion and Analysis

Three and Six Months ended June 30, 2023 and 2022

Rooplay

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

Trophy Bingo and Garfield Bingo

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

OPERATIONS

Employees

As of June 30, 2023, we had 44 employees, consultants, and independent contractors throughout the world including twenty full-time employees in Canada and Israel. Since 2006 it has been, and continues to be, the Company’s objective to control its costs by retaining consultants, as needed, to provide special expertise in developing internal strategic, marketing, accounting, and technical services. None of our employees or consultants are represented by a labor union, and we believe that our relationship with our employees and consultants is good.

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

Competition

Kidoz competes with other advertising technology providers that offer safe, COPPA compliant, products. These companies include Super Awesome and Google’s Admob. However, these competitors are not direct threats to Kidoz as their operations and strategies are quite different. For instance, Super Awesome, who maintains a COPPA SDK, sells a variety of media types and technologies unrelated to mobile inventory which is core to Kidoz. As a result, Super awesome is one of Kidoz largest customers. While on the other hand, Google’s Admob SDK is focused on mobile inventory, but is not human curated for child safety. As the technology barriers are high to enter the market with a mobile advertising network, few competitors exist for Kidoz. Kidoz offers a highly customized and targeted offering to advertisers that management believes will enable the Company to grow and succeed in the market.

The Kidoz Prado division has many competitors including Google, Meta, Facebook, and others significantly larger than Prado, but utilizing their own technologies to address the $400+ Billion Ad tech marketplace. Many of the brands like to source their advertising via a single supplier like Kidoz. Our Prado division enables Kidoz to meet this demand for those brands that wish to source their ad supplier for the entire family.

Page 7

KIDOZ INC. and subsidiaries

Management’s Discussion and Analysis

Three and Six Months ended June 30, 2023 and 2022

HIGHLIGHTS FOR THE THREE MONTHS ENDED JUNE 30, 2023

●

The successful launch of “AAA” Game-Ad designed by Kidoz Game-Ad team in collaboration with McDonald’s and Disney. The Game-Ad is designed to engage users into playing the gamified ad, increase user interaction and engagement. This resulted in more than 35% of impressions engaging with the Game Ad for more than 1 minute on average.

Events Subsequent to June 30, 2023

No significant events took place after June 30, 2023.

SUMMARY CONSOLIDATED FINANCIAL INFORMATION

The summary unaudited condensed interim consolidated financial information set out below has been prepared in accordance with US GAAP and is derived from the Company’s unaudited condensed interim consolidated financial statements for the period ended June 30, 2023 and the audited consolidated financial statements and accompanying notes for the years ended December 31, 2022 and can be found at www.sedar.com.

Consolidated Balance Sheet Data:

	June 30, 2023		December 31, 2022
Cash	$	1,380,740	$	2,363,530
Total assets		9,250,615		14,387,083
Total liabilities		1,887,080		5,687,884
Total stockholders’ equity		7,363,535		8,691,759
Working capital	$	3,099,985	$	4,147,176

Total assets and total liabilities have declined due to paying down of our liabilities in the six months ended June 30, 2023. Our cash has not been as affected as much due to the collection of our receivables.

Total stockholders’ equity and working capital has declined due to the net loss incurred by the Company for the six months ended June 30, 2023.

Consolidated Cash flow data:

	June 30, 2023			June 30, 2022
Net cash used in operating activities	$	(959,506	)	$	(321,547	)
Net cash used in investing activities		(6,032	)		(10,592	)
Net cash provided by financing activities		(17,252	)		(16,815	)
Change in cash		(982,790	)		(348,954	)
Cash	$	1,380,740		$	1,729,653

Consolidated Statement of Operations Data for continuing operations:

	Six Months ended June 30, 2022			Six Months ended June 30, 2022			Three Months ended June 30, 2022			Three Months ended June 30, 2022

Revenue:	$	4,487,924		$	4,805,608		$	2,814,239		$	2,518,137
Cost of sales		2,578,375			3,002,748			1574,659			1,546,172
Gross profit		1,909,549			1,802,860			1,239,580			971,965
Total operating expenses		3,495,986			3,160,180			1,746,698			1,609,331
Loss after tax	$	(1,576,028	)	$	(1,452,719	)	$	(509,416	)	$	(721,677	)
Loss per share – basic and diluted	$	(0.01	)	$	(0.01	)	$	(0.00	)	$	(0.00	)

Page 8

KIDOZ INC. and subsidiaries

Management’s Discussion and Analysis

Three and Six Months ended June 30, 2023 and 2022

DISCUSSION OF OPERATIONS AND OPERATIONAL HIGHLIGHTS

Overall Performance for the Three months ended June 30, 2023 and 2022.

Revenue

Total revenue, net of platform fees (to Apple, Google and Amazon) and withholding taxes, for the quarter ended June 30, 2023, increased to $2,814,239, an increase of 12% from revenue of $2,518,137 for the second quarter of fiscal 2022 and an increase of 68% from revenue of $1,673,685 in the first quarter of fiscal 2023. Ad Tech advertising revenue increased to $2,495,469 for the quarter ended June 30, 2023, an increase of 2% from ad tech advertising revenue of $2,458,351 in the second quarter of fiscal 2022 and increase of 62% from ad tech advertising revenue of $1,538,046 for the first quarter of fiscal 2023. Programmatic advertising revenue increased to $254,776 for the quarter ended June 30, 2023, an increase of 723% over Programmatic advertising revenue of $30,972 in the second quarter of fiscal 2022 and an increase of 274% over Programmatic advertising revenue of $68,070 in the first quarter of 2023. Content revenue increased to $63,994, for the quarter ended June 30, 2023, an increase of 122% from Content revenue of $28,814 in the second quarter of fiscal 202 and a decrease of 5% from Content revenue of $67,569 in the first quarter of 2023.

The increase in total revenue compared to the second quarter of fiscal 2022 and the first quarter of fiscal 2023 is due to the strong demand for kid safe contextual advertising despite there being weaknesses in the general market and the loss of campaigns from fiscal 2022 which have not renewed fiscal 2023. The increase in programmatic advertising revenue is due to the active promotion of this revenue stream and the strong demand for Programmatic advertising in the market.

Selling and marketing expenses

Selling and marketing expenses were $306,561 for the quarter ended June 30, 2023, an increase of 22% over expenses of $251,788 in the second quarter of fiscal 2022 and a decrease of 6% over expenses of $327,522 in the first quarter of fiscal 2022. This increase in sales and marketing expenses in the quarter ended June 30, 2023, compared to the second quarter of fiscal 2022, is due to an increase in sales and marketing staff to manage the anticipated growth in the Direct, Programmatic and Performance segments of our AdTech business.

The decrease in in sales and marketing expenses compared to the first quarter of fiscal 2023, is due to campaigns to promote the launch of Prado were discontinued. Selling and marketing expenses consist primarily of sales staff salaries and benefits and publishing services and user acquisition costs incurred to acquire game players.

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

Content and software development

We do not capitalize our development costs. The Company expensed $755,398 in content and software development costs during the quarter ended June 30, 2023, an increase of 17% compared to content and software development costs of $644,054 expensed during the second quarter of fiscal 2022 and an increase of 1% compared to content and software development costs of $744,333 expensed during the first quarter of fiscal 2023.

These increases over the second quarter of fiscal 2022 and the first quarter of fiscal 2023, is due to the hiring of additional development staff and the outsourcing of certain software development to increase the development of our base technologies including the development of the Prado technology. In addition, as we have expanded our global reach our server costs have increased.

Page 9

KIDOZ INC. and subsidiaries

Management’s Discussion and Analysis

Three and Six Months ended June 30, 2023 and 2022

General and administrative expenses

General and administrative expenses consist primarily of premises costs for our offices, legal and professional fees, and other general corporate and office expenses. General and administrative expenses decreased to $150,813 for the quarter ended June 30, 2023, a decrease of 19% from costs of $186,119 for the second quarter of fiscal 2022 and decrease of 21% from costs of $191,469 for the first quarter of fiscal 2023.

The decrease in general and administrative expenses compared to the second quarter of fiscal 2022 and the first quarter of fiscal 2023 is due to a reduction in General and administrative expenses as a result of the continuation of the Company out of Anguilla and into Canada. This reduction in General and administrative expenses is reduced by the legal and filing fees incurred for the continuation out of Anguilla in the first quarter of fiscal 2023.

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

Salaries, wages, consultants, and benefits

Salaries, wages, consultants, and benefits increased to $193,286 for the quarter ended June 30, 2023, an increase of 29% compared to salaries, wages, consultants, and benefits of $149,559 in the second quarter of fiscal 2022 and an increase of 16% compared to salaries, wages, consultants, and benefits of $166,382 in the first quarter of fiscal 2023.

This increase compared to the second quarter of fiscal 2022 and the first quarter of fiscal 2023 is due to an increase in consultants.

Depreciation and amortization

Intangible assets are amortized using a straight-line method over three to eight years. These intangible assets include customer lists, and the Software Development Kits (SDK) for our advertising platform. These intangible assets are as result of the acquisition of Kidoz Ltd. The amortization for the quarter ended June 30, 2023, was $136,434, compared to amortization of $136,434 in the second quarter of 2022 and the first quarter of fiscal 2023.

Equipment is depreciated using the declining balance method over the useful lives of the assets, ranging from three to five years. Depreciation and amortization increased to $3,258, during the quarter ended June 30, 2023, an increase over depreciation costs of $2,180 during the same quarter in the prior year and an increase over depreciation costs of $2,852 in the first quarter of fiscal 2023.

This increase in depreciation and amortization compared to the second quarter of fiscal 2022 and the first quarter of fiscal 2023 is due to the acquisition of equipment.

Stock-based compensation expense

During the quarter ended June 30, 2023, the Company incurred non-cash stock-based compensation expenses of $136,347 from the issuance of stock options granted in fiscal 2023 and prior years, a decrease compared to stock-based compensation expense of $184,594 in the second quarter of fiscal 2022 and an increase compared to stock-based compensation expense of $111,974 in the first quarter of fiscal 2023.

The decrease compared to the second quarter of fiscal 2022 is due to fewer options granted in fiscal 2023 compared to fiscal 2022. The increase compared to the first quarter of fiscal 2023 is due to options granted in first quarter of fiscal 2023. In addition, the Company’s share price has declined. The options are issued to consultants and employees as per the Company’s amended 2015 Stock Option Plan and are a significant component of the Companies compensation plan. All options granted vest over 4 years.

Page 10

KIDOZ INC. and subsidiaries

Management’s Discussion and Analysis

Three and Six Months ended June 30, 2023 and 2022

Stock awareness program

The Company incurred stock awareness expenses of $55,820 during the quarter ended June 30, 2023, an increase of 26% compared to stock awareness program expense of $44,427 in the second quarter of 2022 and a decrease of 2% compared to stock awareness program expense of $56,917 in the first quarter of 2023.

During the year ended December 31, 2021, the Company commenced a corporate stock awareness program. The Company engaged Research Capital Corporation, Agora Internet Relations Corp., and Proactive for financial and capital markets advisory services and to assist with general market outreach to increase investor awareness as the Company continues to achieve important milestones and grow its investor base. During the quarter ended June 30, 2023, the Company discontinued the program with Proactive.

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

The net loss after taxation for the quarter ended June 30, 2023, amounted to ($509,416), a loss of ($0.00) per share, compared to a net loss of ($721,677) or ($0.01) per share in the quarter ended June 30, 2022 and net loss of ($1,066,012) in the first quarter of fiscal 2023.

This decrease in net loss is due to the increase in revenue especially the increase in programmatic advertising revenue and revenue margin improvement of 44% in Q2 2022 compared to 39% in Q2 2022 and from 40% in Q1 2023 on our direct advertising revenue campaigns on our campaigns.

Net Cash generated from Operations and Adjusted EBITDA

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

Our net cash used in operations for the six months ended June 30, 2023, was ($959,506) compared cash used of ($321,547) in the prior year. This decrease was due to time differences in payment to our suppliers and collection of our receivables from our advertisers.

Adjusted earnings before interest; depreciation and amortization; stock awareness program; stock-based compensation and impairment of goodwill (“Adjusted EBITDA”) for the period ended June 30, 2023, amounted to ($214,770), an increase compared to an Adjusted EBITDA of ($386,987) in the period ended June 30, 2022.

Our Adjusted EBITDA is reconciled as follows:

	Six Months ended June 30, 2023			Six Months ended June 30, 2022			Three Months ended June 30, 2023			Three Months ended June 30, 2022

Loss after tax	$	(1,576,028	)	$	(1,452,719	)	$	(509,416	)	$	(721,677	)
Less :
Depreciation and amortization		278,979			278,985			139,692			138,614
Income tax (recovery) expense		-			(5	)		-			(5	)
Interest and other income		(12	)		-			(7	)		-
Stock awareness program		37,106			36,725			18,614			16,992
Stock-based compensation		248,321			344,592			136,347			184,594
Gain on derivative liability – warrants		(51	)		(21,849	)		-			(5,505	)
Adjusted EBITDA	$	(1,011,685	)	$	(814,271	)	$	(214,770	)	$	(386,987	)

Page 11

KIDOZ INC. and subsidiaries

Management’s Discussion and Analysis

Three and Six Months ended June 30, 2023 and 2022

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

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

SUMMARY OF QUARTERLY RESULTS

The following tables present our unaudited consolidated quarterly results of operations for each of our last eight quarters. This data has been derived from unaudited consolidated financial statements that have been prepared on the same basis as the annual audited consolidated financial statements and, in our opinion, include all normal recurring adjustments necessary for the fair presentation of such information. These unaudited quarterly results should be read in conjunction with our audited consolidated financial statements.

				Three Months Ended
	June 30, 2023			March 31, 2023			December 31, 2022			September 30 2022
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)

Revenue	$	2,814,239		$	1,673,685		$	6,777,299		$	3,514,149

Cost of sales		1,574,659			1,003,716			4,701,884			2,268,579
Gross profit		1,239,580			669,969			2,075,415			1,245,570

Operating expenses and other income / (expenses)		(1,553,484	)		(1,540,377	)		(1,611,356	)		(1,410,651	)
Stock awareness program		(55,820	)		(56,917	)		(55,638	)		(9,936	)
Depreciation and amortization		(139,692	)		(139,287	)		(139,525	)		(138,757	)
(Loss) Income before income taxes		(509,416	)		(1,066,612	)		268,896			(313,774	)

Income tax recovery (expense)		-			-			-			150,484
(Loss) Income after tax	$	(509,416	)		(1,066,612	)		(1,066,612	)		419,380

Basic and diluted (loss) income per share	$	(0.00	)	$	(0.01	)	$	0.00		$	(0.00	)

Weighted average common shares, basic		131,304,499			131,307,560			131,494,597			131,581,499
Weighted average common shares, diluted		131,304,499			131,307,560			131,494,597			131,581,499

Page 12

KIDOZ INC. and subsidiaries

Management’s Discussion and Analysis

Three and Six Months ended June 30, 2023 and 2022

				Three Months Ended
	June 30 2022			March 31 2022			December 31, 2021			September 30 2021
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)

Revenue	$	2,518,137		$	2,287,471		$	5,929,297		$	2,819,171

Cost of sales		1,546,172			1,456,576			3,532,873			1,592,637
Gross profit		971,965			830,895			2,396,424			1,226,534

Operating expenses and other income / (expenses)		(1,510,606	)		(1,370,235	)		(1,213,015	)		(1,094,865	)
Stock awareness program		(44,427	)		(51,331	)		(51,596	)		(65,392	)
Depreciation and amortization		(138,614	)		(140,371	)		(141,285	)		(141,326	)
Income (Loss) before income taxes		(721,682	)		(731,042	)		990,528			(75,049	)

Income tax (expense) recovery		5			-			(213,688	)		9
Income (Loss) after tax	$	(721,677	)	$	(731,042	)	$	776,840			(75,040	)

Basic and diluted Income (loss) per share	$	(0.01	)	$	(0.01	)	$	0.01		$	(0.00	)

Weighted average common shares, basic		131,424,989			131,424,989			131,424,989			131,424,989
Weighted average common shares, diluted		131,424,989			131,424,989			132,853,132			131,424,989

LIQUIDITY AND CAPITAL RESOURCES

The Company generates cash from operations but does have a line of credit with the Leumi Bank in Israel if required.

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

We had cash of $1,380,740 and working capital of $3,099,985 as at June 30, 2023. This compares to cash of $2,363,530 and working capital of $4,147,176 as at December 31, 2022.

During the six months ended June 30, 2023, we used cash of ($959,506) in operating activities compared to providing cash of ($321,547) in the prior year.

During the six months ended June 30, 2023, we used cash in investing activities of ($6,032) compared to cash used in investing activities of ($10,592) in the same period in the prior year.

Net cash used in financing activities was ($17,252) in the three months ended June 30, 2023. This compares to cash used in financing activities of ($16,815) in the same period in the prior year.

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

Page 13

KIDOZ INC. and subsidiaries

Management’s Discussion and Analysis

Three and Six Months ended June 30, 2023 and 2022

SHARE CAPITAL

Common shares

As at June 30, 2023, there were 131,304,499 (December 31, 2022 – 131,347,999) common shares outstanding.

During the year ended December 31, 2021, the Company engaged with Agora Internet Relations Corp. for an online marketing campaign on the AGORACOM platform. The agreement was for 12 months for a fee of $79,705 (CAD$100,000) payable in shares of the Company. During the year ended December 31, 2022, the Company issued 156,510 shares in settlement of its obligation under the contract.

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

During the quarter ended March 31, 2023, an additional 2,000 shares were acquired pursuant to the NCIB and were subsequently cancelled.

During the year ended December 31, 2022, 275,000 shares were acquired pursuant to the Normal Course Issuer bid (“NCIB”) in effect at an aggregate cost of $87,778. During the year ended December 31, 2022, 233,500 shares were cancelled.

Warrants

As at June 30, 2023, there were nil warrants outstanding and 230,000 warrants expired unexercised. Each warrant will entitle the holder thereof to purchase one common share in the capital of the Company at an exercise price of $0.77 (CAD$0.98) at any time up to 24 months following the date of issuance and expire on April 1, 2023.

Stock Options

In 2015, the shareholders approved the 2015 Rolling Stock Option plan. Under the 2015 plan we have reserved 10% of the number of Shares of the Company issued and outstanding as of each Award Date. Pursuant to this plan we have 8,396,000 stock purchase options (December 31, 2022 - 8,629,000) outstanding at June 30, 2023.

During the quarter ended March 31, 2023, 1,885,000 options were awarded where 2% vests per month, with an exercise price of CAD$0.30 ($0.22). 400,000 of these options were granted to directors and officers of the Company. During the quarter ended June 30, 2023, no options were exercised and 1,998,000 options expired unexercised. Subsequent to the quarter ended June 30, 2023, 90,000 options were cancelled.

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

During the year ended December 31, 2022, there were nil (2021 – 70,000) options exercised and 285,600 (2021 – 1,040,600) options cancelled and 506,150 (2021 – 570,000) options expired unexercised.

Page 14

KIDOZ INC. and subsidiaries

Management’s Discussion and Analysis

Three and Six Months ended June 30, 2023 and 2022

OFF BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future material adverse effect on its financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

COMMITMENTS

The Company leases office facilities in Vancouver, British Columbia, Canada, and Netanya, Israel. These office facilities are leased under operating lease agreements.

The minimum lease payments under these leases are approximately as follows:

2023		$	50,346
2024			12,417

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

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

RELATED PARTY TRANSACTIONS

For the quarter ended June 30, 2023, the Company has the following related party transactions:

	Six Months ended June 30, 2023		Six Months ended June 30, 2022		Three Months ended June 30, 2023		Three Months ended June 30, 2022

Directors fees	$	4,000	$	3,998	$	2,000	$	2,998
Salaries, wages, consultants and benefits		316,778		378,004		154,113		150,611
Selling and marketing		43,324		64,897		15,803		34,443
Stock-based compensation (Note 9)		79,761		137,355		48,779		72,384
Content and software development (Note 7)		134,875		124,265		76,048		64,605
Closing balance for the period	$	578,738	$	708,519	$	296,743	$	325,041

During the quarter ended March 31, 2023, the Company granted 400,000 options with an exercise price of CAD$0.30 ($0.22) per share.

During the quarter ended March 31, 2022, the Company granted 900,000 options with an exercise price of CAD$0.50 ($0.39) per share.

Page 15

KIDOZ INC. and subsidiaries

Management’s Discussion and Analysis

Three and Six Months ended June 30, 2023 and 2022

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 parties.

ACCOUNTING POLICY CHANGES, CRITICAL ESTIMATES, JUDGMENTS AND ASSUMPTIONS

The information provided in this MD&A, including the unaudited condensed interim consolidated financial statements, is the responsibility of management. This MD&A has been prepared in accordance with the requirements of securities regulators, including National Instrument 51-102 of the Canadian Securities Administrators. The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. There is a full disclosure and description of the Company’s critical accounting policies, estimates, judgments, assumptions in the consolidated financial statements as at June 30, 2023 in notes 1 and 2.

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

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

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

- Revenue recognition;

- Software development;

- Impairment of long-lived assets

- Goodwill

These policies were selected because they require the more significant judgments and estimates in the preparation and presentation of our financial statements. On an ongoing basis, management evaluates these judgments and estimates, including whether there are any uncertainties as to compliance with the revenue recognition criteria described below, and recoverability of long-lived assets, as well as the assessment as to whether there are contingent assets and liabilities that should be recognized or disclosed for the consolidated financial statements to fairly present the information required to be set forth therein. We base our estimates on historical experience, as well as other events and assumptions that are believed to be reasonable at the time. Actual results could differ from these estimates under different conditions.

NEW ACCOUNTING PRONOUCEMENTS AND CHANGES IN ACCOUNTING POLICIES

Page 16

KIDOZ INC. and subsidiaries

Management’s Discussion and Analysis

Three and Six Months ended June 30, 2023 and 2022

FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

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

(i)

Market risk

Market risk is the risk that changes in market prices, such as interest rates and foreign exchange rates, will affect the Company’s net income and the value of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable limits, while maximizing returns.

(ii)

Foreign exchange risk

The Company has exposure to foreign exchange risk which is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. Foreign exchange risk arises when future commercial transactions and recognized assets and liabilities are denominated in a currency that is not the Company’s functional currency. The Company has not entered into foreign exchange purchase contracts to manage its foreign exchange risk, because, in management’s view, the cost of setting up the contracts is in excess of the risks associated with a sudden change in the exchange rates. Management continually monitors the exchange rates and will enter into risk prevention measures when warranted. The Company is also exposed to foreign exchange risk on its cash, accounts receivable and accounts payable balances that are mostly denominated in U.S. dollars and Euros, whereas our employment and consulting costs are mostly denominated in Israeli Shekels, British Pounds, Canadian Dollars, and US Dollars.

(iii)

Credit Risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company is subject to credit risk with respect to cash and accounts receivable. The Company’s maximum exposure to credit risk at the end of the reporting period is the carrying value of these assets. Credit risk is managed through a credit approval process and monitoring procedures, and there are no expected credit losses.

All cash balances are held at major banking institutions in Israel, United Kingdom and Canada and management believes the risk of loss to be remote.

(iv)

Liquidity risk

Liquidity risk is the risk that arises when the maturity of assets and the maturity of liabilities do not match. An unmatched position potentially enhances profitability but can also increase the risk of loss. The Company’s liquidity needs can be met through a variety of sources. The Company generates cash from operations, and in the past by issuances of common shares. The Company manages liquidity risk by maintaining sufficient cash balances to meet liabilities when due and by continuously monitoring actual and forecast cash flows.

Page 17

KIDOZ INC. and subsidiaries

Management’s Discussion and Analysis

Three and Six Months ended June 30, 2023 and 2022

RISKS AND UNCERTAINTIES

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

Risks Related to the Business

●

Regulations - The Company operates in a highly regulated market with a Children’s Online Privacy Protection Rule (“COPPA”) & General Data Protection Regulation (“GDPR”). There is the risk that the regulations restrict the Company operating. The Company serves compliant contextual mobile advertising network that safely reaches hundreds of million kids, teens, and families every month.

●

Reliant on Google and Apple - The Company is heavily reliant on Google and Apple, on whose platform the games where we advertise are hosted. The Company has been Google certified and has been approved by Apple.

●

Expanding Company - the Company is a growing and expanding company. The Company’s revenues may be materially affected by the decisions of its management and/or customers, and due to a variety of other factors, many of which may be beyond the Company’s control. This may lead to expenses exceeding estimates or be incurred in the expectation of sales that do not occur or that occur later than expected. Management expects expenses to increase, especially hiring of additional staff to support its growth and expansion. Fluctuating results could cause unanticipated quarterly losses and cause the Company’s performance to fall below the expectations of investors, which could adversely affect the price of the common shares. The following will cause fluctuating results:

○

Changes in demand for Kidoz Platform

○

Changes in the Company’s customer base, additions and losses of customers

○

Changes in advertising budgets of our customers

○

Changes in the availability of advertising inventory or in the cost of reaching customers through digital advertising.

○

Disruptions or outages on the Kidoz platform.

○

New technology or offering by the Kidoz competitors.

○

Timing differences between our payments for advertising inventory and our collection of advertising revenue.

○

Shifting views and behaviors of consumers concerning use of data.

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

●

Managing growth - The Company has expanded rapidly over the last few years. The continued rapid growth of the Company may strain management, financial, technical, and other resources. The Company must expand its sales, marketing, technology, and operational staff and expand its controls. If Kidoz continues its rapid growth, it will incur additional expenses, and its growth may continue to place a strain on resources, infrastructure, and ability to maintain the quality of its offering. Accordingly, the Company may not be able to effectively manage and coordinate growth so as to achieve or maximize future profitability.

Page 18

KIDOZ INC. and subsidiaries

Management’s Discussion and Analysis

Three and Six Months ended June 30, 2023 and 2022

●

Reliance on Key Customers - The Company is reliant on a relatively few customers and sales houses. The loss of a significant customer could harm the Company’s business and severely impact the future financial success of the Company. The Company is continually looking for new sales houses around the world to partner with.

●

Retaining and attracting customers - The Company, to continue to grow, must attract new customers and encourage existing advertisers to purchase additional offerings. Our competitors may introduce lower costs or differentiated products or services that compete with our current offering on price or technology and therefore our sales are impaired. The Company has hired additional sales staff and is continually developing its technology.

●

No long-term customer commitments - The Company does not have any long term commitments by its customers beyond the current insertion order, which can be cancelled prior to the campaign conclusion without any penalty. Therefore, the Company success is dependent on offering the best service and maintaining good customer relations. The Company allocates customer service personnel to manage the customer relationship.

●

Reliance on third parties - the Company is reliant on third parties to operate. These third parties include external sales houses, outsourced technology developers, advertising exchanges and other strategic partners. If these third parties fail to perform as agreed could negatively affect our operations.

●

Personnel - The loss of any member of the Company’s management team, could have a material adverse effect on its business and results of operations. The Company relies on its engineering staff to develop its technology; operations staff to manage and operate the campaigns and its sales teams to attract and retain key customers. The inability to hire, or the increased costs of new personnel, or the cost to maintain existing personnel could have a material adverse effect on the Company’s business and operating results. There is intense competition for capable personnel in all of these areas, and the Company may not be successful in attracting, training, integrating, motivating, or retaining new personnel, vendors, or subcontractors for these required functions. The growth of the Company is dependent on hiring additional personnel so there are additional costs in training these new personnel.

●

Children advertising - The Company is dependent on advertising to children so therefore is affected by changes to this business segment. The Company is expanding into advertising to teens and families and to be less reliant on advertising to children.

●

Market conditions - The economic uncertainty in the market has made and may continue to make it difficult for the Company to forecast revenue and operating results and to make decisions regarding operational cost structures and investments. The Company’s business depends on the overall demand for advertising and on the economic health of its customers. Economic downturns or unstable market conditions may cause the Company’s customers to decrease their advertising budgets, which could reduce usage of the Company’s platform and adversely affect its business, operating results, and financial condition.

●

Inappropriate advertisement - This is the risk that the Company serves an inappropriate advertisement. To mitigate this risk all adverts are human reviewed before the campaign commences.

●

Cybersecurity - Cybersecurity attacks, including breaches, computer malware and computer hacking have become more prevalent recent years across all businesses. Any cybersecurity breach caused by hacking, which involves efforts to gain unauthorized access to information or systems, or to cause intentional malfunctions or loss or corruption of data, software, hardware or other computer equipment, or the inadvertent transmission of computer viruses could adversely affect the business, financial condition, results of operations or reputation of the Company. The Company believes that it is taken reasonable steps to protect the security, integrity and confidentiality of the information collected, used, stored and disclosed, but there is no guarantee that in the future inadvertent (e.g., software bugs or other technical malfunctions, employee error or malfeasance, or other factors) or unauthorized data access or use will not occur despite its efforts in the past and in the future.

Page 19

KIDOZ INC. and subsidiaries

Management’s Discussion and Analysis

Three and Six Months ended June 30, 2023 and 2022

●

Technology - The Company’s future success is dependent on its ability to continue to develop and expand its products and technologies and to address the needs of its customers. The Company operates in an industry that is characterized by rapid technological change, frequent new product and service introductions and enhancements, uncertain product life cycles, changes in customer requirements, and evolving industry standards. The introduction of new products and new technologies, the emergence of new industry standards, or improvements to existing technologies could render the Company’s platform obsolete or relatively less competitive.

●

Outages - In addition, the Company operates 24/7 business so if outages were to occur it is critical for the technology to be restored in a timely manner. Any delay in restoring the systems will have a negative effect on its business, operating results and financial condition.

●

Cloud based servers - The Company’s products and services involve storage using a third-party cloud-based hosting service. Any damage to, or failure of, the hosting service’s systems generally could result in interruptions in the use of the Company’s platform. Such interruptions may reduce the Company’s revenue, and adversely the Company’s ability to attract new customers.

The Company’s business will also be harmed if its customers and potential customers believe its products or services are unreliable.

●

Incorrect advertising – The Company is developing a teens and family platform under its Prado brand. Therefore, there is the risk that an inappropriate advertisement is served to children, which could result in fines to the Company and have a negative effect on its business, operating results, and financial condition. The Company has put in internal controls that ensure no non children advertisement is served to children.

Financial and Accounting Risks

●

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

●

Growth – Kidoz anticipates continued growth that could require substantial financial and other resources to, among other things: (a) expand and develop product offerings; (b) improve technological infrastructure, including investing in its technology (c) cover general and administrative expenses, including legal, accounting and other expenses; (d) cover sales and marketing expenses, including a significant expansion of the Company’s direct sales organization. Investment in these, however, may not yield anticipated returns. Consequently, as costs increase, the Company may not be able to generate sufficient revenue to achieve or sustain profitability.

Page 20

KIDOZ INC. and subsidiaries

Management’s Discussion and Analysis

Three and Six Months ended June 30, 2023 and 2022

●

Payment risks – If our customers do not pay, or dispute their invoices, then the business, operating results and financial condition may be adversely affected. In addition, if our customers do not pay in a timely manner will our operating results and financial condition may be adversely affected.

●

Internal Controls - A failure to maintain an effective system of internal control over financial reporting could harm the Company’s financial performance, its ability to raise capital and its continued listing on the TSX Venture Exchange. In addition, the Company is a small company so has limited segregation of duties. The Company is therefore reliant on the critical personnel and an increase in the risk of the failure of internal controls.

●

Changes to GAAP – The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). There is a risk that changes to US GAAP will negatively affect the Company in terms of results and could become more difficult, time-consuming or costly and increase demand on the Company’s systems and resources to comply with this change.

Industry Risk

●

Competition – the advertising business is a highly competitive business. The Company offers niche advertising in a highly regulated business. However, there are few barriers to existing large advertising companies entering the market. Our existing customers could develop their own in-house solutions and therefore no longer advertise with us.

●

Ad blockers – Consumers may load ad blocking software. This will affect our ability to serve advertisements and will therefore reduce our revenue.

●

Failure to access advertising inventory – We must maintain a consistent supply of ad inventory. Our success depends on our ability to secure inventory on reasonable terms in multiple locations. The amount, quality, and cost of inventory available to the Company can change at any time. If our relationships with any of our significant suppliers were to cease, or if the material terms of these relationships were to change unfavourably, our business would be negatively impacted.

●

Fraud – The Company operates as a technology and services provider in a dynamic ecosystem where fraud exists. Typical forms of fraud include robotic traffic, where robots mimic the behaviour of users in order to inflate the number of impressions, clicks, post clicks actions or other metrics associated with the ad. The Company reviews all ads and monitors the impression serving with our suppliers.

●

Catastrophic events – We maintain cloud-based servers around the world, that deliver advertising campaigns for our advertisers. Any of its existing and future facilities may be harmed or rendered inoperable by attack or security intrusion by a computer hacker, natural or man-made disasters, including earthquakes, tornadoes, hurricanes, wildfires, floods, nuclear disasters, war, acts of terrorism or other criminal activities, infectious disease outbreaks and power outages, any of which may render it difficult or impossible for the Company to operate its business for some period of time. The Company maintains backup and disaster recovery plans to get back up and running as fast as possible.

Page 21

KIDOZ INC. and subsidiaries

Management’s Discussion and Analysis

Three and Six Months ended June 30, 2023 and 2022

●

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

Risks Related to the Common Shares and Corporate and Securities Law

●

Market for common shares – The shares of the Company are illiquid. The Company has made efforts to improve the exposure of the Company through its stock awareness program and create a more active market for its shares. There are no assurances that our Stock Awareness campaigns will be effective to create a liquid market.

●

Volatility in the market - Technology stocks have historically experienced high levels of volatility and we cannot predict the prices at which our common shares will trade. Fluctuations in the market price of our common shares could cause an investor to lose all or part of their investment in our common shares. These fluctuations in the market price and volatility of our common shares can be caused by factors outside the control of the Company such the following:

○

The volatility in the market price and trading volume of technology companies in general especially large companies in the digital advertising industry (e.g. Google and Meta);

○

Changes in regulatory developments in Canada and the United States;

○

General economic conditions and trends, including global financial markets, global economies and general market conditions, such as interest rates;

○

Major catastrophic events (e.g. the war in the Ukraine);

○

Unexpected market reactions to the Company announcements.

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

●

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

ADDITIONAL INFORMATION

Additional information and other publicly filed documents relating to Kidoz Inc. are available through the internet on the Canadian Securities Administrators’ System for Electronic Document Analysis and Retrieval (“SEDAR”), which can be accessed at www.sedar.com and the Company’s website at http://investor.kidoz.net.

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

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

Page 22

EXHIBIT 99.3

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Jason Williams, Chief Executive Officer of Kidoz Inc. certify the following:

1.	*Review:* I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Kidoz Inc. (the “issuer”) for the interim period ended June 30, 2023.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5.	*Design:* Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

	(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
	(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1	*Control framework:* The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control - Integrated Framework (2013) (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2	*ICFR – material weakness relating to design:* N/A

5.3	*Limitation on scope of design:* N/A

6.	*Reporting changes in ICFR:* The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2023 and ended on June 30, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: August 23, 2023

/S/ J.M. Williams
J. M. Williams
Chief Executive Officer

EXHIBIT 99.4

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Henry Bromley, Chief Financial Officer of Kidoz Inc. certify the following:

1.	*Review:* I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Kidoz Inc. (the “issuer”) for the interim period ended June 30, 2023.

8.	*Design:* Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

	(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
	(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)

5.1	*Control framework:* The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control - Integrated Framework (2013) (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2	*ICFR – material weakness relating to design:* N/A

5.3	*Limitation on scope of design:* N/A

6.	*Reporting changes in ICFR:* The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2023 and ended on June 30, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: August 23, 2023

/S/ H. W. Bromley
H. W. Bromley
Chief Financial Officer

Cover	6 Months Ended
Cover	Jun. 30, 2023
Cover [Abstract]
Document Type	6-K
Amendment Flag	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	333-120120-01
Entity Registrant Name	KIDOZ INC.
Entity Central Index Key	0001318482
Entity Address, Address Line One	Suite 220
Entity Address, Address Line Two	1685 West 4th Avenue
Entity Address, City or Town	Vancouver
Entity Address, State or Province	BC
Entity Address, Country	CA
Entity Address, Postal Zip Code	V6J 1L8

Condensed Interim Consolidated Balance Sheets (Unaudited) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash	$ 1,380,740	$ 2,363,530
Accounts receivable, less allowance for doubtful accounts $24,324 (December 31, 2022 - $53,241) (Note 3)	3,547,308	7,400,282
Prepaid expenses	59,018	71,248
Total Current Assets	4,987,066	9,835,060
Equipment (Note 4)	33,444	33,522
Goodwill (Note 6)	3,301,439	3,301,439
Intangible assets (Note 5)	874,588	1,147,457
Long term cash equivalent	22,811	22,310
Operating lease right-of-use assets (Note 12)	20,344	36,529
Security deposit	10,923	10,766
Total Assets	9,250,615	14,387,083
Current liabilities:
Accounts payable	1,100,204	4,826,667
Accrued liabilities	656,209	703,880
Derivative liability – warrants (Note 2e and 9)		51
Government CEBA current loan (Note 9)	45,291	44,296
Operating lease liabilities – current portion (Note 12)	22,821	32,116
Total Current Liabilities	1,887,080	5,687,884
Operating lease liabilities – non-current portion (Note 12)		7,440
Total Liabilities	1,887,080	5,695,324
Commitments (Note 11)
Stockholders’ Equity (Note 9):
Common stock, no par value, unlimited shares authorized, 131,304,499 shares issued and outstanding (December 31, 2022 - 131,347,999)	50,900,898	50,664,887
Treasury shares, nil shares (December 31, 2022 – 41,500)		(11,793)
Accumulated deficit	(43,561,943)	(41,985,915)
Accumulated other comprehensive income: Foreign currency translation adjustment	24,580	24,580
Total Stockholders’ Equity	7,363,535	8,691,759
Total Liabilities and Stockholders’ Equity	9,250,615	14,387,083
Related Party [Member]
Current liabilities:
Accounts payable and accrued liabilities - related party (Note 13)	$ 62,555	$ 80,874

Condensed Interim Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 24,324	$ 53,241
Common stock, no par value	$ 0	$ 0
Common stock, shares authorized	Unlimited	Unlimited
Common stock, shares issued	131,304,499	131,347,999
Common stock, shares outstanding	131,304,499	131,347,999
Treasury stock, common shares		41,500

Condensed Interim Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenue:
Total revenue	$ 2,814,239	$ 2,518,137	$ 4,487,924	$ 4,805,608
Cost of sales:	1,574,659	1,546,172	2,578,375	3,002,748
Total cost of sales	1,574,659	1,546,172	2,578,375	3,002,748
Gross profit	1,239,580	971,965	1,909,549	1,802,860
Operating expenses:
Amortization of operating lease right-of-use assets (Note 12)	6,782	7,178	16,185	14,581
Depreciation and amortization (Notes 4 & 5)	139,692	138,614	278,979	278,985
Directors fees (Note 13)	2,000	2,998	4,000	3,998
General and administrative	150,813	186,119	342,282	402,013
Salaries, wages, consultants and benefits	193,286	149,559	359,668	427,758
Selling and marketing (Note 13)	306,561	251,788	634,083	431,802
Stock awareness program	55,820	44,427	112,737	95,758
Stock-based compensation (Note 9 & 13)	136,347	184,594	248,321	344,592
Content and software development (Note 7 & 13)	755,397	644,054	1,499,731	1,160,693
Total operating expenses	1,746,698	1,609,331	3,495,986	3,160,180
Loss before other income (expense) and income taxes	(507,118)	(637,366)	(1,586,437)	(1,357,320)
Other income (expense):
Foreign exchange gain (loss)	(2,305)	(89,821)	10,346	(117,253)
Gain on derivative liability – warrants (Note 2e)		5,505	51	21,849
Interest and other income	7		12
Loss before income taxes	(509,416)	(721,682)	(1,576,028)	(1,452,724)
Income tax recovery (expense)		5		5
Loss after tax	(509,416)	(721,677)	(1,576,028)	(1,452,719)
Other comprehensive income (loss)
Comprehensive loss	$ (509,416)	$ (721,677)	$ (1,576,028)	$ (1,452,719)
Basic loss per common share	$ (0.00)	$ (0.00)	$ (0.01)	$ (0.01)
Diluted loss per common share	$ (0.00)	$ (0.00)	$ (0.01)	$ (0.01)
Weighted average common shares outstanding, basic	131,304,499	131,424,989	131,306,021	131,424,989
Weighted average common shares outstanding, diluted	131,304,499	131,424,989	131,306,021	131,424,989
Advertising [Member]
Revenue:
Total revenue	$ 2,495,469	$ 2,458,351	$ 4,033,514	$ 4,613,205
Programmatic [Member]
Revenue:
Total revenue	254,776	30,972	322,846	57,926
Content [Member]
Revenue:
Total revenue	$ 63,994	$ 28,814	$ 131,564	$ 134,477

Condensed Interim Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($)	Common Stock [Member]	Treasury Stock, Common [Member]	Retained Earnings [Member]	Accumulated Foreign Currency Adjustment Attributable to Parent [Member]	Total
Beginning balance, value at Dec. 31, 2021	$ 49,964,919		$ 40,638,802	$ 24,580	$ 9,350,697
Beginning balance, shares at Dec. 31, 2021	131,424,989
Stock-based compensation	$ 159,998				159,998
Net loss and comprehensive loss			(731,042)		(731,042)
Ending balance, value at Mar. 31, 2022	$ 50,124,917		41,369,844	24,580	8,779,653
Ending balance, shares at Mar. 31, 2022	131,424,989
Beginning balance, value at Dec. 31, 2021	$ 49,964,919		40,638,802	24,580	9,350,697
Beginning balance, shares at Dec. 31, 2021	131,424,989
Net loss and comprehensive loss					(1,452,719)
Ending balance, value at Jun. 30, 2022	$ 50,389,216		42,091,521	24,580	8,322,275
Ending balance, shares at Jun. 30, 2022	131,581,499
Beginning balance, value at Dec. 31, 2021	$ 49,964,919		40,638,802	24,580	9,350,697
Beginning balance, shares at Dec. 31, 2021	131,424,989
Ending balance, value at Dec. 31, 2022	$ 50,664,887	$ 11,793	41,985,915	24,580	8,691,759
Ending balance, shares at Dec. 31, 2022	131,347,999
Beginning balance, value at Mar. 31, 2022	$ 50,124,917		41,369,844	24,580	8,779,653
Beginning balance, shares at Mar. 31, 2022	131,424,989
Stock-based compensation	$ 184,594				184,594
Net loss and comprehensive loss			(721,677)		(721,677)
Shares issued	$ 79,705				79,705
Shares issued, shares	156,510
Ending balance, value at Jun. 30, 2022	$ 50,389,216		42,091,521	24,580	8,322,275
Ending balance, shares at Jun. 30, 2022	131,581,499
Beginning balance, value at Dec. 31, 2022	$ 50,664,887	11,793	41,985,915	24,580	8,691,759
Beginning balance, shares at Dec. 31, 2022	131,347,999
Stock-based compensation	$ 111,974				111,974
Repurchase of common shares	$ (12,310)	11,793			(517)
Repurchase of common shares, (in shares)	(43,500)
Net loss and comprehensive loss			(1,066,612)		(1,066,612)
Ending balance, value at Mar. 31, 2023	$ 50,764,551		43,052,527	24,580	7,736,604
Ending balance, shares at Mar. 31, 2023	131,304,499
Beginning balance, value at Dec. 31, 2022	$ 50,664,887	11,793	41,985,915	24,580	8,691,759
Beginning balance, shares at Dec. 31, 2022	131,347,999
Net loss and comprehensive loss					(1,576,028)
Ending balance, value at Jun. 30, 2023	$ 50,900,898		43,561,943	24,580	7,363,535
Ending balance, shares at Jun. 30, 2023	131,304,499
Beginning balance, value at Mar. 31, 2023	$ 50,764,551		43,052,527	24,580	7,736,604
Beginning balance, shares at Mar. 31, 2023	131,304,499
Stock-based compensation	$ 136,347				136,347
Net loss and comprehensive loss			(509,416)		(509,416)
Ending balance, value at Jun. 30, 2023	$ 50,900,898		$ 43,561,943	$ 24,580	$ 7,363,535
Ending balance, shares at Jun. 30, 2023	131,304,499

Condensed Interim Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended				6 Months Ended		12 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Cash flows from operating activities:
Net loss	$ (509,416)	$ (1,066,612)	$ (721,677)	$ (731,042)	$ (1,576,028)	$ (1,452,719)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization					278,979	278,985
Amortization of operating lease right-of-use assets	6,782		7,178		16,185	14,581	$ 28,935
Gain on derivative liability – warrants					(51)	(21,849)
Stock-based compensation					248,321	344,592
Unrealized foreign exchange gain (loss)					336	(354)
Changes in operating assets and liabilities:
Accounts receivable					3,852,974	2,807,968
Prepaid expenses					12,230	7,195
Accounts payable and accrued liabilities					(3,792,452)	(2,299,946)
Net cash used in operating activities					(959,506)	(321,547)
Cash flows from investing activities:
Acquisition of equipment					(6,032)	(6,979)
Security deposits						(3,613)
Net cash used in investing activities					(6,032)	(10,592)
Cash flows from financing activities:
Payments for repurchase of common shares					(517)
Payments on operating lease liabilities					(16,735)	(16,815)
Net cash used in financing activities					(17,252)	(16,815)
Change in cash					(982,790)	(348,954)
Cash, beginning of period		$ 2,363,530		$ 2,078,607	2,363,530	2,078,607	2,078,607
Cash, end of period	$ 1,380,740		$ 1,729,653		1,380,740	1,729,653	$ 2,363,530
Supplementary information:
Interest paid
Income taxes paid					3,617	3,206
Non-cash transaction
Shares issued to settle accounts payable and accrued liabilities						$ 79,705

Basis of Presentation

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Basis of Presentation

1. Basis of Presentation:

Continuing operations

Summary of significant accounting policies

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Summary of significant accounting policies

2. Summary of significant accounting policies:

(a) Basis of presentation:

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

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

Notes to Unaudited Condensed Interim Consolidated Financial Statements

Three Months ended June 30, 2023 and 2022

(Unaudited)

2. Summary of significant accounting policies: (Continued)

(a) Basis of presentation: (Continued)

During the quarter ended March 31, 2023, Shoal Games (UK) Plc was discontinued.

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

All inter-company balances and transactions have been eliminated in the unaudited interim consolidated financial statements.

(b) Use of estimates:

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

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

Notes to Unaudited Condensed Interim Consolidated Financial Statements

Three Months ended June 30, 2023 and 2022

(Unaudited)

2. Summary of significant accounting policies (Continued):

To achieve this core principle, the Company applied the following five steps:

1) Identify the contract with a customer

2) Identify the performance obligations in the contract

3) Determine the transaction price

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

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

Notes to Unaudited Condensed Interim Consolidated Financial Statements

Three Months ended June 30, 2023 and 2022

(Unaudited)

2. Summary of significant accounting policies (Continued):

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

Disaggregation of Revenue

All of the Company’s performance obligations, and associated revenue, are generally transferred to customers at a point in time. The Company has the following revenue streams:

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

Notes to Unaudited Condensed Interim Consolidated Financial Statements

Three Months ended June 30, 2023 and 2022

(Unaudited)

2. Summary of significant accounting policies (Continued):

3) Content revenue – The Company recognizes content revenue on the following forms of revenue:

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

The Company has identified the following performance obligations in these contracts:

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

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

Notes to Unaudited Condensed Interim Consolidated Financial Statements

Three Months ended June 30, 2023 and 2022

(Unaudited)

2. Summary of significant accounting policies (Continued):

(d) Software development costs:

Total software development costs were $14,556,209 as at June 30, 2023 (December 31, 2022 - $13,056,478).

(e) Derivative liability – warrants

(f) Impairment of long-lived assets and long-lived assets to be disposed of:

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

(g) Goodwill:

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

Notes to Unaudited Condensed Interim Consolidated Financial Statements

Three Months ended June 30, 2023 and 2022

(Unaudited)

2.	Summary of significant accounting policies (Continued):

(g) Goodwill: (Continued)

During the year ended December 31, 2022, the Company determined there was no impairment of the goodwill.

(h) New accounting pronouncements and changes in accounting policy:

(i) Financial instruments and fair value measurements:

(i) Fair values:

(i) Financial instruments and fair value measurements: (Continued)

Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets and liabilities in active markets;

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

Notes to Unaudited Condensed Interim Consolidated Financial Statements

Three Months ended June 30, 2023 and 2022

(Unaudited)

2.	Summary of significant accounting policies (Continued):

Level 3—Unobservable inputs that are supported by little or no market activity that are significant to the fair value of assets or liabilities.

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

Notes to Unaudited Condensed Interim Consolidated Financial Statements

Three Months ended June 30, 2023 and 2022

(Unaudited)

2. Summary of significant accounting policies (Continued):

(i) Financial instruments and fair value measurements: (Continued)

(ii) Foreign currency risk:

Accounts receivable

6 Months Ended

Jun. 30, 2023

Receivables [Abstract]

Accounts receivable

3. Accounts receivable:

Schedule of Accounts Receivable

	June 30, 2023			December 31, 2022
Accounts receivable	$	3,571,632		$	7,453,523
Expected credit losses		(24,324	)		(53,241	)

Net accounts receivable	$	3,547,308		$	7,400,282

The Company has a doubtful debt provision of $24,324 for existing accounts receivable.

Equipment

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Equipment

4. Equipment:

June 30, 2023	Cost		Accumulated depreciation		Net book Value

Equipment and computers	$	181,805	$	153,851	$	27,954
Furniture and fixtures		16,517		11,027		5,490
Equipment total	$	198,322	$	164,878	$	33,444

December 31, 2022	Cost		Accumulated depreciation		Net book Value

Equipment and computers	$	175,773	$	148,266	$	27,507
Furniture and fixtures		16,517		10,502		6,015
Equipment total	$	192,290	$	158,768	$	33,522

Depreciation expense was $3,258 (June 30, 2022 - $2,180) for the quarter ended June 30, 2023.

Intangible assets

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible assets

5. Intangible assets:

June 30, 2023	Cost		Accumulated depreciation		Net book Value

Ad Tech technology	$	1,877,415	$	1,627,093	$	250,322
Kidoz OS technology		31,006		31,006		-
Customer relationship		1,362,035		737,769		624,266
Intangible assets total	$	3,270,456	$	2,395,868	$	874,588

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

Notes to Unaudited Condensed Interim Consolidated Financial Statements

Three Months ended June 30, 2023 and 2022

(Unaudited)

5. Intangible assets: (Continued)

December 31, 2022	Cost		Accumulated amortization		Net book Value

Ad Tech technology	$	1,877,415	$	1,439,351	$	438,064
Kidoz OS technology		31,006		31,006		-
Customer relationship		1,362,035		652,642		709,393
Intangible assets total	$	3,270,456	$	2,122,999	$	1,147,457

Amortization expense was $136,434 (June 30, 2022 - $136,434) for the quarter ended June 30, 2023.

Goodwill

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

6. Goodwill:

The changes in the carrying amount of goodwill for the period ended June 30, 2023, and the year ended December 31, 2022 were as follows:

	June 30, 2023		December 31, 2022
Goodwill, balance at beginning of period	$	3,301,439	$	3,301,439
Impairment of goodwill		-		-

Goodwill, balance at end of period	$	3,301,439	$	3,301,439

Content and software development assets

6 Months Ended

Jun. 30, 2023

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Content and software development assets

7. Content and software development assets:

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

Notes to Unaudited Condensed Interim Consolidated Financial Statements

Three Months ended June 30, 2023 and 2022

(Unaudited)

7. Content and software development assets: (Continued)

During the period ended June 30, 2023, the Company has expensed the development costs of all its technology as incurred and has expensed the following software development costs.

	Six Months ended June 30, 2023		Six Months ended June 30, 2022		Three Months ended June 30, 2023		Three Months ended June 30, 2022

Opening total software development costs	$	13,056,478	$	10,559,601	$	13,800,812	$	11,076,240

Software development during the period		1,499,731		1,160,693		755,397		644,054
Closing total Software development costs	$	14,556,209	$	11,720,294	$	14,556,209	$	11,720,294

Government CEBA loan

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Government CEBA loan

8. Government CEBA loan:

Stockholders’ equity

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

Stockholders’ equity

9. Stockholders’ equity:

(a)	Common stock issuances:

There were no stock issuances during the quarter ended June 30, 2023 and 2022.

(b)	Normal Course Issuer Bid:

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

Notes to Unaudited Condensed Interim Consolidated Financial Statements

Three Months ended June 30, 2023 and 2022

(Unaudited)

9.	Stockholders’ equity: (Continued)

(b)	Normal Course Issuer Bid: (Continued)

During the quarter ended March 31, 2023, 43,500 shares which were acquired, pursuant to the NCIB in effect, at an aggregate cost of $12,310, were cancelled.

(c)

Warrants

A summary of warrant activity for the quarter ended June 30, 2023 are as follows:

	Number of warrants			Exercise price		Expiry date
Outstanding, December 31, 2022		230,000			CAD$0.98	April 3, 2023

Granted		-			-
Expired unexercised		(230,000	)		CAD$0.98

Outstanding June 30, 2023		-			-

	June 30, 2023			December 31, 2022
Exercise price		CAD$0.98			CAD$0.98
Stock price		CAD$0.25			CAD$0.35
Expected term		3 days			0.25 years
Expected dividend yield		-			-
Expected stock price volatility		97.90	%		77.46	%
Risk-free interest rate		3.12	%		3.55	%

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

Notes to Unaudited Condensed Interim Consolidated Financial Statements

Three Months ended June 30, 2023 and 2022

(Unaudited)

9.	Stockholders’ equity: (Continued)

(d)	Stock option plans:

2015 stock option plan

During the quarter ended June 30, 2022, the Company granted 1,885,000 options at CAD$0.30 ($0.22)

	Number of options			Weighted average exercise price
Outstanding, December 31, 2021		6,870,150		$	0.48

Granted		2,550,000			0.40
Expired		(506,150	)		(0.40	)
Cancelled		(285,600	)		(0.48	)

Outstanding, December 31, 2022		8,629,000		$	0.43

Granted		1,885,000			0.30
Expired		(1,988,000	)		(0.46	)
Cancelled		(130,000	)		(0.52	)

Outstanding June 30, 2023		8,396,000		$	0.39

The aggregate intrinsic value for options as of June 30, 2023 was $nil (December 31, 2022 - $nil).

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

Notes to Unaudited Condensed Interim Consolidated Financial Statements

Three Months ended June 30, 2023 and 2022

(Unaudited)

9.	Stockholders’ equity: (Continued)

(d)	Stock option plans: (Continued)

The following table summarizes information concerning outstanding and exercisable stock options at June 30, 2023:

Exercise prices per share		Number outstanding		Number exercisable		Expiry date
	CAD$0.30		1,885,000		150,800	February 21, 2028
	CAD$0.45		2,030,400		1,123,800	June 30, 2025
	CAD$0.50		829,600		505,700	February 1, 2026
	CAD$0.50		2,395,000		766,400	February 1, 2027
	CAD$0.66		200,000		92,000	July 12, 2026
	CAD$1.02		1,056,000		552,000	April 6, 2026
			8,396,000		3,190,700

Fair value measurement:

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

Fair value measurement:

10. Fair value measurement:

The following table sets forth the fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis based on the three-tier fair value hierarchy.

	Level 1		Level 2		Level 3		Total
As at June 30, 2023
Assets
Cash	$	1,380,740	$	-	$	-	$	1,380,740
Long term cash equivalent		22,811		-		-		22,811
Liabilities
Derivative liability – warrants		-		-		-		-
Total net assets measured and recorded at fair value	$	1,403,551	$	-	$	-	$	1,403,551

	Level 1		Level 2			Level 3		Total
As at December 31, 2022
Assets
Cash	$	2,363,530	$	-		$	-	$	2,363,530
Long term cash equivalent		22,310		-			-		22,310
Liabilities
Derivative liability – warrants		-		(51	)		-		(51	)
Total assets (liabilities) measured and recorded at fair value	$	2,385,840	($	51	)	$	-	$	2,385,789

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

Notes to Unaudited Condensed Interim Consolidated Financial Statements

Three Months ended June 30, 2023 and 2022

(Unaudited)

Commitments

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments

11. Commitments:

The minimum lease payments under these operating leases are approximately as follows:


2023	$	50,346
2024		12,417

The Company paid rent expense totaling $30,784 for the quarter ended June 30, 2023 (June 30, 2022 - $32,425).

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

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

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

Notes to Unaudited Condensed Interim Consolidated Financial Statements

Three Months ended June 30, 2023 and 2022

(Unaudited)

Right of use assets

6 Months Ended

Jun. 30, 2023

Right Of Use Assets

Right of use assets

12. Right of use assets:

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

The right-of-use assets are summarized as follows:

Schedule of Right-of-use Assets

	June 30, 2023			December 31, 2022

Opening balance for the period	$	36,529		$	65,464
Amortization of operating lease right-of use assets		(16,185	)		(28,935	)
Closing balance for the period	$	20,344		$	36,529

The operating lease as at June 30, 2023, is summarized as follows:

As at June 30, 2023	Operating lease- Office lease

2023	$	15,556
2024		7,778
Total lease payments	$	23,334
Less: Interest		(513	)
Present value of lease liabilities	$	22,821

Amounts recognized on the balance sheet
Current lease liabilities	$	22,821
Long-term lease liabilities		-

Total lease payments	$	22,821

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

Notes to Unaudited Condensed Interim Consolidated Financial Statements

Three Months ended June 30, 2023 and 2022

(Unaudited)

12.

Right of use assets: (Continued)

Schedule of Operating Lease Liability

	June 30, 2023			December 31, 2022

Opening balance for the period	$	39,556		$	74,067
Payments on operating lease liabilities		(16,735	)		(34,511	)
Closing balance for the period		22,821			39,556
Less: current portion		(22,821	)		(32,116	)
Operating lease liabilities – non-current portion as at end of period	$	-		$	7,440

Related party transactions

6 Months Ended

Jun. 30, 2023

Related party transactions

13. Related party transactions:

For the quarter ended June 30, 2023, the Company has the following related party transactions:

Schedule of Related Party Transactions

	Six Months ended June 30, 2023		Six Months ended June 30, 2022		Three Months ended June 30, 2023		Three Months ended June 30, 2022

Directors fees	$	4,000	$	3,998	$	2,000	$	2,998
Salaries, wages, consultants and benefits		316,778		378,004		154,113		150,611
Selling and marketing		43,324		64,897		15,803		34,443
Stock-based compensation (Note 9)		79,761		137,355		48,779		72,384
Content and software development (Note 7)		134,875		124,265		76,048		64,605
Closing balance for the period	$	578,738	$	708,519	$	296,743	$	325,041

During the quarter ended March 31, 2023, the Company granted 400,000 options with an exercise price of CAD$0.30 ($0.22) per share.

During the quarter ended March 31, 2022, the Company granted 900,000 options with an exercise price of CAD$0.50 ($0.39) per share.

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

Notes to Unaudited Condensed Interim Consolidated Financial Statements

Three Months ended June 30, 2023 and 2022

(Unaudited)

Segmented information

6 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

Segmented information

14. Segmented information:

Revenue

The Company operates in reportable business segments, the sale of Ad tech advertising and content revenue.

The Company had the following revenue by geographical region.

	Six Months ended June 30, 2023		Six Months ended June 30, 2022		Three Months ended June 30, 2023		Three Months ended June 30, 2022
Ad tech advertising revenue
Western Europe	$	1,571,557	$	1,587,027	$	1,007,568	$	946,934
Central, Eastern and Southern Europe		130,756		133,177		67,504		79,159
North America		2,066,503		2,181,933		1,302,204		1,153,882
Other		264,698		711,068		118,193		278,376

Total ad tech advertising revenue	$	4,033,514	$	4,613,205	$	2,495,469	$	2,458,351

Content revenue
Western Europe	$	36,781	$	40,560	$	18,035	$	18,062
Central, Eastern and Southern Europe		26		304		14		97
North America		3,117		30,611		2,784		3,332
Other		91,640		63,002		43,161		7,323

Total content revenue	$	131,564	$	134,477	$	63,994	$	28,814

Programmatic advertising revenue
North America	$	322,846	$	57,926	$	254,776	$	30,972

Total Programmatic advertising revenue	$	322,846	$	57,926	$	254,776	$	30,972

Total revenue
Western Europe	$	1,608,338	$	1,627,587	$	1,025,603	$	964,996
Central, Eastern and Southern Europe		130,782		133,481		67,518		79,256
North America		2,392,466		2,270,470		1,559,764		1,188,186
Other		356,338		774,070		161,354		285,699

Total revenue	$	4,487,924	$	4,805,608	$	2,814,239	$	2,518,137

Equipment

The Company’s equipment is located as follows:

Schedule of Equipment

Net Book Value	June 30, 2023		December 31, 2022
Anguilla	$	-	$	60
Canada		20,203		20,143
Israel		9,874		9,279
United Kingdom		3,367		4,040
Total equipment	$	33,444	$	33,522

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

Notes to Unaudited Condensed Interim Consolidated Financial Statements

Three Months ended June 30, 2023 and 2022

(Unaudited)

Concentrations

6 Months Ended

Jun. 30, 2023

Risks and Uncertainties [Abstract]

Concentrations

15. Concentrations:

Major customers

Concentrations of credit risk:

6 Months Ended

Jun. 30, 2023

Concentrations Of Credit Risk

Concentrations of credit risk:

16. Concentrations of credit risk:

Summary of significant accounting policies (Policies)

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Basis of presentation

(a) Basis of presentation:

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

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

Notes to Unaudited Condensed Interim Consolidated Financial Statements

Three Months ended June 30, 2023 and 2022

(Unaudited)

2. Summary of significant accounting policies: (Continued)

(a) Basis of presentation: (Continued)

During the quarter ended March 31, 2023, Shoal Games (UK) Plc was discontinued.

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

All inter-company balances and transactions have been eliminated in the unaudited interim consolidated financial statements.

Use of estimates

(b) Use of estimates:

Revenue recognition

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

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

Notes to Unaudited Condensed Interim Consolidated Financial Statements

Three Months ended June 30, 2023 and 2022

(Unaudited)

2. Summary of significant accounting policies (Continued):

To achieve this core principle, the Company applied the following five steps:

1) Identify the contract with a customer

2) Identify the performance obligations in the contract

3) Determine the transaction price

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

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

Notes to Unaudited Condensed Interim Consolidated Financial Statements

Three Months ended June 30, 2023 and 2022

(Unaudited)

2. Summary of significant accounting policies (Continued):

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

Disaggregation of Revenue

All of the Company’s performance obligations, and associated revenue, are generally transferred to customers at a point in time. The Company has the following revenue streams:

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

Notes to Unaudited Condensed Interim Consolidated Financial Statements

Three Months ended June 30, 2023 and 2022

(Unaudited)

2. Summary of significant accounting policies (Continued):

3) Content revenue – The Company recognizes content revenue on the following forms of revenue:

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

The Company has identified the following performance obligations in these contracts:

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

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

Notes to Unaudited Condensed Interim Consolidated Financial Statements

Three Months ended June 30, 2023 and 2022

(Unaudited)

2. Summary of significant accounting policies (Continued):

Software development costs

(d) Software development costs:

Total software development costs were $14,556,209 as at June 30, 2023 (December 31, 2022 - $13,056,478).

Derivative liability – warrants

(e) Derivative liability – warrants

Impairment of long-lived assets and long-lived assets to be disposed of

(f) Impairment of long-lived assets and long-lived assets to be disposed of:

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

Goodwill

(g) Goodwill:

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

Notes to Unaudited Condensed Interim Consolidated Financial Statements

Three Months ended June 30, 2023 and 2022

(Unaudited)

2.	Summary of significant accounting policies (Continued):

(g) Goodwill: (Continued)

During the year ended December 31, 2022, the Company determined there was no impairment of the goodwill.

New accounting pronouncements and changes in accounting policy

(h) New accounting pronouncements and changes in accounting policy:

Financial instruments and fair value measurements

(i) Financial instruments and fair value measurements:

(i) Fair values:

(i) Financial instruments and fair value measurements: (Continued)

Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets and liabilities in active markets;

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

Notes to Unaudited Condensed Interim Consolidated Financial Statements

Three Months ended June 30, 2023 and 2022

(Unaudited)

2.	Summary of significant accounting policies (Continued):

Level 3—Unobservable inputs that are supported by little or no market activity that are significant to the fair value of assets or liabilities.

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

Notes to Unaudited Condensed Interim Consolidated Financial Statements

Three Months ended June 30, 2023 and 2022

(Unaudited)

2. Summary of significant accounting policies (Continued):

(i) Financial instruments and fair value measurements: (Continued)

(ii) Foreign currency risk:

Summary of significant accounting policies (Tables)

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Schedule of Consolidation of Subsidiaries

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

Schedule of Finite-Lived Intangible Assets, Amortization Period

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

Accounts receivable (Tables)

6 Months Ended

Jun. 30, 2023

Receivables [Abstract]

Schedule of Accounts Receivable

Schedule of Accounts Receivable

	June 30, 2023			December 31, 2022
Accounts receivable	$	3,571,632		$	7,453,523
Expected credit losses		(24,324	)		(53,241	)

Net accounts receivable	$	3,547,308		$	7,400,282

Equipment (Tables)

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment

June 30, 2023	Cost		Accumulated depreciation		Net book Value

Equipment and computers	$	181,805	$	153,851	$	27,954
Furniture and fixtures		16,517		11,027		5,490
Equipment total	$	198,322	$	164,878	$	33,444

December 31, 2022	Cost		Accumulated depreciation		Net book Value

Equipment and computers	$	175,773	$	148,266	$	27,507
Furniture and fixtures		16,517		10,502		6,015
Equipment total	$	192,290	$	158,768	$	33,522

Intangible assets (Tables)

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets

June 30, 2023	Cost		Accumulated depreciation		Net book Value

Ad Tech technology	$	1,877,415	$	1,627,093	$	250,322
Kidoz OS technology		31,006		31,006		-
Customer relationship		1,362,035		737,769		624,266
Intangible assets total	$	3,270,456	$	2,395,868	$	874,588

Kidoz Inc. and subsidiaries

(Expressed in United States Dollars)

Notes to Unaudited Condensed Interim Consolidated Financial Statements

Three Months ended June 30, 2023 and 2022

(Unaudited)

5. Intangible assets: (Continued)

December 31, 2022	Cost		Accumulated amortization		Net book Value

Ad Tech technology	$	1,877,415	$	1,439,351	$	438,064
Kidoz OS technology		31,006		31,006		-
Customer relationship		1,362,035		652,642		709,393
Intangible assets total	$	3,270,456	$	2,122,999	$	1,147,457

Goodwill (Tables)

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Changes in the Carrying Amount of Goodwill

The changes in the carrying amount of goodwill for the period ended June 30, 2023, and the year ended December 31, 2022 were as follows:

	June 30, 2023		December 31, 2022
Goodwill, balance at beginning of period	$	3,301,439	$	3,301,439
Impairment of goodwill		-		-

Goodwill, balance at end of period	$	3,301,439	$	3,301,439

Content and software development assets (Tables)

6 Months Ended

Jun. 30, 2023

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Expense of Development Costs

During the period ended June 30, 2023, the Company has expensed the development costs of all its technology as incurred and has expensed the following software development costs.

	Six Months ended June 30, 2023		Six Months ended June 30, 2022		Three Months ended June 30, 2023		Three Months ended June 30, 2022

Opening total software development costs	$	13,056,478	$	10,559,601	$	13,800,812	$	11,076,240

Software development during the period		1,499,731		1,160,693		755,397		644,054
Closing total Software development costs	$	14,556,209	$	11,720,294	$	14,556,209	$	11,720,294

Stockholders’ equity (Tables)

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

Schedule of Share- based Payment Arrangement, Warrant Activity

A summary of warrant activity for the quarter ended June 30, 2023 are as follows:

	Number of warrants			Exercise price		Expiry date
Outstanding, December 31, 2022		230,000			CAD$0.98	April 3, 2023

Granted		-			-
Expired unexercised		(230,000	)		CAD$0.98

Outstanding June 30, 2023		-			-

Schedule of Fair Value of Warrants Assumptions

	June 30, 2023			December 31, 2022
Exercise price		CAD$0.98			CAD$0.98
Stock price		CAD$0.25			CAD$0.35
Expected term		3 days			0.25 years
Expected dividend yield		-			-
Expected stock price volatility		97.90	%		77.46	%
Risk-free interest rate		3.12	%		3.55	%

Schedule of Share-based Payment Arrangement, Option, Activity

	Number of options			Weighted average exercise price
Outstanding, December 31, 2021		6,870,150		$	0.48

Granted		2,550,000			0.40
Expired		(506,150	)		(0.40	)
Cancelled		(285,600	)		(0.48	)

Outstanding, December 31, 2022		8,629,000		$	0.43

Granted		1,885,000			0.30
Expired		(1,988,000	)		(0.46	)
Cancelled		(130,000	)		(0.52	)

Outstanding June 30, 2023		8,396,000		$	0.39

Schedule of Share-based Payment Arrangement, Option, Exercise Price Range

The following table summarizes information concerning outstanding and exercisable stock options at June 30, 2023:

Exercise prices per share		Number outstanding		Number exercisable		Expiry date
	CAD$0.30		1,885,000		150,800	February 21, 2028
	CAD$0.45		2,030,400		1,123,800	June 30, 2025
	CAD$0.50		829,600		505,700	February 1, 2026
	CAD$0.50		2,395,000		766,400	February 1, 2027
	CAD$0.66		200,000		92,000	July 12, 2026
	CAD$1.02		1,056,000		552,000	April 6, 2026
			8,396,000		3,190,700

Fair value measurement: (Tables)

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

The following table sets forth the fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis based on the three-tier fair value hierarchy.

	Level 1		Level 2		Level 3		Total
As at June 30, 2023
Assets
Cash	$	1,380,740	$	-	$	-	$	1,380,740
Long term cash equivalent		22,811		-		-		22,811
Liabilities
Derivative liability – warrants		-		-		-		-
Total net assets measured and recorded at fair value	$	1,403,551	$	-	$	-	$	1,403,551

	Level 1		Level 2			Level 3		Total
As at December 31, 2022
Assets
Cash	$	2,363,530	$	-		$	-	$	2,363,530
Long term cash equivalent		22,310		-			-		22,310
Liabilities
Derivative liability – warrants		-		(51	)		-		(51	)
Total assets (liabilities) measured and recorded at fair value	$	2,385,840	($	51	)	$	-	$	2,385,789

Commitments (Tables)

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Schedule of Lessee, Operating Lease, Liability, Maturity

The minimum lease payments under these operating leases are approximately as follows:


2023	$	50,346
2024		12,417

Schedule of Consulting Agreement with Related Parties

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

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

Right of use assets (Tables)

6 Months Ended

Jun. 30, 2023

Right Of Use Assets

Schedule of Right-of-use Assets

The right-of-use assets are summarized as follows:

Schedule of Right-of-use Assets

	June 30, 2023			December 31, 2022

Opening balance for the period	$	36,529		$	65,464
Amortization of operating lease right-of use assets		(16,185	)		(28,935	)
Closing balance for the period	$	20,344		$	36,529

Lessee, Operating Lease, Liability, Maturity

The operating lease as at June 30, 2023, is summarized as follows:

As at June 30, 2023	Operating lease- Office lease

2023	$	15,556
2024		7,778
Total lease payments	$	23,334
Less: Interest		(513	)
Present value of lease liabilities	$	22,821

Amounts recognized on the balance sheet
Current lease liabilities	$	22,821
Long-term lease liabilities		-

Total lease payments	$	22,821

Schedule of Operating Lease Liability

Schedule of Operating Lease Liability

	June 30, 2023			December 31, 2022

Opening balance for the period	$	39,556		$	74,067
Payments on operating lease liabilities		(16,735	)		(34,511	)
Closing balance for the period		22,821			39,556
Less: current portion		(22,821	)		(32,116	)
Operating lease liabilities – non-current portion as at end of period	$	-		$	7,440

Related party transactions (Tables)

6 Months Ended

Jun. 30, 2023

Schedule of Related Party Transactions

For the quarter ended June 30, 2023, the Company has the following related party transactions:

Schedule of Related Party Transactions

	Six Months ended June 30, 2023		Six Months ended June 30, 2022		Three Months ended June 30, 2023		Three Months ended June 30, 2022

Directors fees	$	4,000	$	3,998	$	2,000	$	2,998
Salaries, wages, consultants and benefits		316,778		378,004		154,113		150,611
Selling and marketing		43,324		64,897		15,803		34,443
Stock-based compensation (Note 9)		79,761		137,355		48,779		72,384
Content and software development (Note 7)		134,875		124,265		76,048		64,605
Closing balance for the period	$	578,738	$	708,519	$	296,743	$	325,041

Segmented information (Tables)

6 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

Schedule of Revenue By Geographical Region

The Company had the following revenue by geographical region.

	Six Months ended June 30, 2023		Six Months ended June 30, 2022		Three Months ended June 30, 2023		Three Months ended June 30, 2022
Ad tech advertising revenue
Western Europe	$	1,571,557	$	1,587,027	$	1,007,568	$	946,934
Central, Eastern and Southern Europe		130,756		133,177		67,504		79,159
North America		2,066,503		2,181,933		1,302,204		1,153,882
Other		264,698		711,068		118,193		278,376

Total ad tech advertising revenue	$	4,033,514	$	4,613,205	$	2,495,469	$	2,458,351

Content revenue
Western Europe	$	36,781	$	40,560	$	18,035	$	18,062
Central, Eastern and Southern Europe		26		304		14		97
North America		3,117		30,611		2,784		3,332
Other		91,640		63,002		43,161		7,323

Total content revenue	$	131,564	$	134,477	$	63,994	$	28,814

Programmatic advertising revenue
North America	$	322,846	$	57,926	$	254,776	$	30,972

Total Programmatic advertising revenue	$	322,846	$	57,926	$	254,776	$	30,972

Total revenue
Western Europe	$	1,608,338	$	1,627,587	$	1,025,603	$	964,996
Central, Eastern and Southern Europe		130,782		133,481		67,518		79,256
North America		2,392,466		2,270,470		1,559,764		1,188,186
Other		356,338		774,070		161,354		285,699

Total revenue	$	4,487,924	$	4,805,608	$	2,814,239	$	2,518,137

Schedule of Equipment

The Company’s equipment is located as follows:

Schedule of Equipment

Net Book Value	June 30, 2023		December 31, 2022
Anguilla	$	-	$	60
Canada		20,203		20,143
Israel		9,874		9,279
United Kingdom		3,367		4,040
Total equipment	$	33,444	$	33,522

Schedule of Consolidation of Subsidiaries (Details)	Jun. 30, 2023
Shoal Media Canada Inc [Member]
Ownership percentage	100.00%
Kidoz Ltd [Member]
Ownership percentage	100.00%
Rooplay Media Limited [Member]
Ownership percentage	100.00%
Rooplay Media Kenya Limited [Member]
Ownership percentage	100.00%
Shoal Media Inc [Member]
Ownership percentage	100.00%
Shoal Games UK PLC [Member]
Ownership percentage	99.00%
Shoal Media UK Ltd [Member]
Ownership percentage	100.00%

Schedule of Finite-Lived Intangible Assets, Amortization Period (Details)	Jun. 30, 2023
Ad Tech Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization period (Year)	5 years
Kidoz OS Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization period (Year)	3 years
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization period (Year)	8 years

Summary of significant accounting policies (Details Narrative) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Software development cost	$ 14,556,209	$ 13,056,478
Goodwill, impairment loss

Schedule of Accounts Receivable (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Receivables [Abstract]
Accounts receivable	$ 3,571,632	$ 7,453,523
Expected credit losses	(24,324)	(53,241)
Net accounts receivable	$ 3,547,308	$ 7,400,282

Accounts receivable (Details Narrative) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Receivables [Abstract]
Doubtful debt provision	$ 24,324	$ 53,241

Schedule of Property, Plant and Equipment (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Cost	$ 198,322	$ 192,290
Accumulated depreciation	164,878	158,768
Property, Plant and Equipment, Net	33,444	33,522
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Cost	181,805	175,773
Accumulated depreciation	153,851	148,266
Property, Plant and Equipment, Net	27,954	27,507
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Cost	16,517	16,517
Accumulated depreciation	11,027	10,502
Property, Plant and Equipment, Net	$ 5,490	$ 6,015

Equipment (Details Narrative) - USD ($)	6 Months Ended
Equipment (Details Narrative) - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 3,258	$ 2,180

Schedule of Finite-Lived Intangible Assets (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Cost	$ 3,270,456	$ 3,270,456
Accumulated depreciation	2,395,868	2,122,999
Finite-Lived Intangible Assets, Net	874,588	1,147,457
Ad Tech Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	1,877,415	1,877,415
Accumulated depreciation	1,627,093	1,439,351
Finite-Lived Intangible Assets, Net	250,322	438,064
Kidoz OS Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	31,006	31,006
Accumulated depreciation	31,006	31,006
Finite-Lived Intangible Assets, Net
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	1,362,035	1,362,035
Accumulated depreciation	737,769	652,642
Finite-Lived Intangible Assets, Net	$ 624,266	$ 709,393

Schedule of Changes in the Carrying Amount of Goodwill (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill, balance at beginning of period	$ 3,301,439	$ 3,301,439
Impairment of goodwill
Goodwill, balance at end of period	$ 3,301,439	$ 3,301,439

Intangible assets (Details Narrative) - USD ($)	6 Months Ended
Intangible assets (Details Narrative) - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 136,434	$ 136,434

Goodwill (Details Narrative) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill carrying amount	$ 4,176,027	$ 4,448,896

Schedule of Expense of Development Costs (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Opening total software development costs	$ 13,800,812	$ 11,076,240	$ 13,056,478	$ 10,559,601
Software development during the period	755,397	644,054	1,499,731	1,160,693
Closing total Software development costs	$ 14,556,209	$ 11,720,294	$ 14,556,209	$ 11,720,294

Government CEBA loan (Details Narrative) - Canada Emergency Business Account Loan Program [Member]	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2020 USD ($)	Dec. 31, 2020 CAD ($)
Short-Term Debt [Line Items]
Proceeds from issuance of long-term debt		$ 45,291	$ 60,000
Debt forgiveness		15,079	20,000
Repayment of loan		$ 30,194	$ 40,000
Loan description	If the loan cannot be repaid by December 31, 2023, it can be converted into a 3-year term loan charging an interest rate of 5%.

Schedule of Share- based Payment Arrangement, Warrant Activity (Details) - Warrant [Member]	6 Months Ended
	Jun. 30, 2023 $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Number of warrants, beginning balance \| shares	230,000
Warrant, weighted average exercise price, beginning balance \| $ / shares	$ 0.98
Granted, expiry date	Apr. 03, 2023
Granted \| shares
Granted, weighted average exercise price \| $ / shares
Expired unexercised \| shares	(230,000)
Expired unexercised \| $ / shares	$ 0.98
Number of warrants, ending balance \| shares
Warrant, weighted average exercise price, ending balance \| $ / shares

Schedule of Fair Value of Warrants Assumptions (Details) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Measurement Input, Exercise Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Exercise price	$ 0.98	$ 0.98
Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Stock price	$ 0.25	$ 0.35
Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term	3 days	3 months
Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected dividend yield
Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected stock price volatility	97.90%	77.46%
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Risk-free interest rate	3.12%	3.55%

Schedule of Share-based Payment Arrangement, Option, Activity (Details) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Equity [Abstract]
Outstanding, number of options, beginning balance	8,629,000	6,870,150
Outstanding, weighted average exercise price, beginning balance	$ 0.43	$ 0.48
Granted, number of options	1,885,000	2,550,000
Granted, Weighted average exercise price	$ 0.30	$ 0.40
Expired, number of options	(1,988,000)	(506,150)
Expired, weighted average exercise price	$ (0.46)	$ (0.40)
Cancelled, number of options	(130,000)	(285,600)
Cancelled, weighted average exercise price	$ (0.52)	$ (0.48)
Outstanding, number of options, ending balance	8,396,000	8,629,000
Outstanding, weighted average exercise price, ending balance	$ 0.39	$ 0.43

Schedule of Share-based Payment Arrangement, Option, Exercise Price Range (Details)	6 Months Ended
	Jun. 30, 2023 $ / shares shares
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Number outstanding	8,396,000
Number exercisable	3,190,700
Range 1 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise prices per share \| $ / shares	$ 0.30
Number outstanding	1,885,000
Number exercisable	150,800
Expiry date	Feb. 21, 2028
Range 2 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise prices per share \| $ / shares	$ 0.45
Number outstanding	2,030,400
Number exercisable	1,123,800
Expiry date	Jun. 30, 2025
Range 3 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise prices per share \| $ / shares	$ 0.50
Number outstanding	829,600
Number exercisable	505,700
Expiry date	Feb. 01, 2026
Range 4 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise prices per share \| $ / shares	$ 0.50
Number outstanding	2,395,000
Number exercisable	766,400
Expiry date	Feb. 01, 2027
Range 5 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise prices per share \| $ / shares	$ 0.66
Number outstanding	200,000
Number exercisable	92,000
Expiry date	Jul. 12, 2026
Range 6 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise prices per share \| $ / shares	$ 1.02
Number outstanding	1,056,000
Number exercisable	552,000
Expiry date	Apr. 06, 2026

Stockholders’ equity (Details Narrative)	1 Months Ended	3 Months Ended					6 Months Ended		12 Months Ended
Stockholders’ equity (Details Narrative)	Jul. 24, 2023 shares	Jun. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2023 USD ($) $ / shares	Mar. 31, 2023 USD ($) shares	Jun. 30, 2022 USD ($) $ / shares shares	Jun. 30, 2022 $ / shares	Jun. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2015
Shares acquired pursuant value \| $					$ 79,705
Number of options cancelled							130,000		285,600
Gain on derivative liability \| $		$ 51							$ 23,314
Warrants value \| $									$ 51
Number of options granted							1,885,000		2,550,000
Share-based compensation arrangement, grants in period, weighted average exercise price (in CAD per share) \| $ / shares							$ 0.30		$ 0.40
Number of options expired unexercised							1,988,000		506,150
Aggregate intrinsic value for options \| $
Share-based payment arrangement, expense \| $		136,347			184,594		$ 248,321	$ 344,592
2015 Stock Option Plan [Member]
Share-based compensation arrangement, percentage of outstanding stock maximum										10.00%
Share-based payment arrangement, expense \| $		$ 136,347			$ 184,594
Share-based compensation arrangement, weighted average grant \| $ / shares		$ 0.29			$ 0.34
2015 Stock Option Plan [Member] \| Employee Stock Options [Member]
Number of options granted		2,550,000			1,885,000
Share-based compensation arrangement, grants in period, weighted average exercise price (in CAD per share) \| (per share)		$ 0.40	$ 0.50		$ 0.22	$ 0.30
Number of options expired unexercised		1,988,000
2015 Stock Option Plan [Member] \| Employee Stock Options [Member] \| Subsequent Event [Member]
Number of options cancelled	90,000
2015 Stock Option Plan [Member] \| Maximum [Member]
Share-based compensation arrangement, expiration period (Year)										10 years
TSXV [Member]
Shares acquired pursuant									6,579,074
Percentage of issued and outstanding shares									5.00%
NCIB [Member]
Shares acquired pursuant				43,500					275,000
Shares acquired pursuant value \| $									$ 87,778
Number of options cancelled									233,500
Shares cancelled value \| $				$ 12,310

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability - warrants		$ (51)
Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability - warrants		(51)
Total assets measured and recorded at fair value	1,403,551	2,385,789
Fair Value, Inputs, Level 1 [Member] \| Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability - warrants
Total assets measured and recorded at fair value	1,403,551	2,385,840
Fair Value, Inputs, Level 2 [Member] \| Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability - warrants		(51)
Total assets measured and recorded at fair value		51
Fair Value, Inputs, Level 3 [Member] \| Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability - warrants
Total assets measured and recorded at fair value
Cash [Member] \| Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	1,380,740	2,363,530
Cash [Member] \| Fair Value, Inputs, Level 1 [Member] \| Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	1,380,740	2,363,530
Cash [Member] \| Fair Value, Inputs, Level 2 [Member] \| Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents
Cash [Member] \| Fair Value, Inputs, Level 3 [Member] \| Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents
Long-term Cash [Member] \| Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	22,811	22,310
Long-term Cash [Member] \| Fair Value, Inputs, Level 1 [Member] \| Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	22,811	22,310
Long-term Cash [Member] \| Fair Value, Inputs, Level 2 [Member] \| Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents
Long-term Cash [Member] \| Fair Value, Inputs, Level 3 [Member] \| Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents

Schedule of Lessee, Operating Lease, Liability, Maturity (Details)	Jun. 30, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2023	$ 50,346
2024	$ 12,417

Schedule of Consulting Agreement with Related Parties (Details) - 6 months ended Jun. 30, 2023	USD ($)	CAD ($)
T. M. Williams Executive Chairman [Member] \| T.M. Williams (ROW), Inc. [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Management consulting agreements, monthly amount	$ 160,000
H. W. Bromley Chief Financial Officer [Member] \| Bromley Accounting Services Ltd. [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Management consulting agreements, monthly amount		$ 215,000
T. H. Williams Vice President Product [Member] \| Farcast Operations Inc. [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Management consulting agreements, monthly amount		$ 240,000

Commitments (Details Narrative)	3 Months Ended		6 Months Ended
Commitments (Details Narrative)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2022 m²	Mar. 31, 2019 ft²
Lessee, Lease, Description [Line Items]
Payments for rent			$ 30,784	$ 32,425
Royalty expense	$ 4,168	$ 3,286	$ 8,407	$ 7,353
Facility in Vancouver, Canada [Member]
Lessee, Lease, Description [Line Items]
Operating lease, area of property \| ft²						1,459
Netanya, Israel Lease [Member]
Lessee, Lease, Description [Line Items]
Operating lease, area of property \| m²					190

Schedule of Right-of-use Assets (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
Schedule of Right-of-use Assets (Details) - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Right Of Use Assets
Opening balance for the period			$ 36,529	$ 65,464	$ 65,464
Amortization of operating lease right-of use assets	$ (6,782)	$ (7,178)	(16,185)	$ (14,581)	(28,935)
Closing balance for the period	$ 20,344		$ 20,344		$ 36,529

Lessee, Operating Lease, Liability, Maturity (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Right Of Use Assets
2023	$ 15,556
2024	7,778
Total lease payments	23,334
Less: Interest	(513)
Present value of lease liabilities	22,821	$ 39,556	$ 74,067
Amounts recognized on the balance sheet
Current lease liabilities	22,821	32,116
Long-term lease liabilities		7,440
Total lease payments	$ 22,821	$ 39,556	$ 74,067

Schedule of Operating Lease Liability (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Right Of Use Assets
Opening balance for the period	$ 39,556	$ 74,067
Payments on operating lease liabilities	(16,735)	(34,511)
Closing balance for the period	22,821	39,556
Less: current portion	(22,821)	(32,116)
Operating lease liabilities - non-current portion as at end of period		$ 7,440

Right of use assets (Details Narrative) - USD ($)	Jun. 30, 2023	Dec. 31, 2022	Dec. 31, 2021	Jan. 01, 2020	Apr. 01, 2019	Jan. 01, 2019
Lessee, Lease, Description [Line Items]
Operating lease liability	$ 22,821	$ 39,556	$ 74,067
Anguilla Office Operating Lease Agreement [Member]
Lessee, Lease, Description [Line Items]
Discount rate				5.00%
Operating Lease, License Agreement [Member]
Lessee, Lease, Description [Line Items]
Discount rate						12.00%
Facility in Vancouver, Canada [Member]
Lessee, Lease, Description [Line Items]
Discount rate					4.12%
Operating lease liability					$ 125,474

Schedule of Related Party Transactions (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Related Party Transaction [Line Items]
Directors fees	$ 2,000	$ 2,998	$ 4,000	$ 3,998
Salaries, wages, consultants and benefits	193,286	149,559	359,668	427,758
Stock-based compensation (Note 9)	136,347	184,594	248,321	344,592
Content and software development (Note 7)	755,397	644,054	1,499,731	1,160,693
Related Party [Member]
Related Party Transaction [Line Items]
Directors fees	2,000	2,998	4,000	3,998
Salaries, wages, consultants and benefits	154,113	150,611	316,778	378,004
Selling and marketing	15,803	34,443	43,324	64,897
Stock-based compensation (Note 9)	48,779	72,384	79,761	137,355
Content and software development (Note 7)	76,048	64,605	134,875	124,265
Closing balance for the period	$ 296,743	$ 325,041	$ 578,738	$ 708,519

Related party transactions (Details Narrative)	3 Months Ended		6 Months Ended	12 Months Ended
Related party transactions (Details Narrative)	Mar. 31, 2023 $ / shares shares	Mar. 31, 2022 $ / shares shares	Jun. 30, 2023 USD ($) shares	Dec. 31, 2022 USD ($) shares	Mar. 31, 2023 $ / shares	Mar. 31, 2022 $ / shares
Related Party Transaction [Line Items]
Number of options granted			1,885,000	2,550,000
Director and Officer [Member]
Related Party Transaction [Line Items]
Due to related parties \| $			$ 62,555	$ 80,874
Director and Officer [Member] \| Share-Based Payment Arrangement, Option [Member]
Related Party Transaction [Line Items]
Number of options granted	400,000	900,000
Shares issued, price per share \| (per share)	$ 0.22	$ 0.39			$ 0.30	$ 0.50

Schedule of Revenue By Geographical Region (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenue from External Customer [Line Items]
Total revenue	$ 2,814,239	$ 2,518,137	$ 4,487,924	$ 4,805,608
Western Europe [Member]
Revenue from External Customer [Line Items]
Total revenue	1,025,603	964,996	1,608,338	1,627,587
Central Eastern and Southern Europe [Member]
Revenue from External Customer [Line Items]
Total revenue	67,518	79,256	130,782	133,481
North America [Member]
Revenue from External Customer [Line Items]
Total revenue	1,559,764	1,188,186	2,392,466	2,270,470
Others [Member]
Revenue from External Customer [Line Items]
Total revenue	161,354	285,699	356,338	774,070
Advertising [Member]
Revenue from External Customer [Line Items]
Total revenue	2,495,469	2,458,351	4,033,514	4,613,205
Advertising [Member] \| Western Europe [Member]
Revenue from External Customer [Line Items]
Total revenue	1,007,568	946,934	1,571,557	1,587,027
Advertising [Member] \| Central Eastern and Southern Europe [Member]
Revenue from External Customer [Line Items]
Total revenue	67,504	79,159	130,756	133,177
Advertising [Member] \| North America [Member]
Revenue from External Customer [Line Items]
Total revenue	1,302,204	1,153,882	2,066,503	2,181,933
Advertising [Member] \| Other [Member]
Revenue from External Customer [Line Items]
Total revenue	118,193	278,376	264,698	711,068
Content [Member]
Revenue from External Customer [Line Items]
Total revenue	63,994	28,814	131,564	134,477
Content [Member] \| Western Europe [Member]
Revenue from External Customer [Line Items]
Total revenue	18,035	18,062	36,781	40,560
Content [Member] \| Central Eastern and Southern Europe [Member]
Revenue from External Customer [Line Items]
Total revenue	14	97	26	304
Content [Member] \| North America [Member]
Revenue from External Customer [Line Items]
Total revenue	2,784	3,332	3,117	30,611
Content [Member] \| Other [Member]
Revenue from External Customer [Line Items]
Total revenue	43,161	7,323	91,640	63,002
Programmatic Advertising [Member]
Revenue from External Customer [Line Items]
Total revenue	254,776	30,972	322,846	57,926
Programmatic Advertising [Member] \| North America [Member]
Revenue from External Customer [Line Items]
Total revenue	$ 254,776	$ 30,972	$ 322,846	$ 57,926

Schedule of Equipment (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Revenues from External Customers and Long-Lived Assets [Line Items]
Total equipment	$ 33,444	$ 33,522
ANGUILLA
Revenues from External Customers and Long-Lived Assets [Line Items]
Total equipment		60
CANADA
Revenues from External Customers and Long-Lived Assets [Line Items]
Total equipment	20,203	20,143
ISRAEL
Revenues from External Customers and Long-Lived Assets [Line Items]
Total equipment	9,874	9,279
UNITED KINGDOM
Revenues from External Customers and Long-Lived Assets [Line Items]
Total equipment	$ 3,367	$ 4,040

Concentrations (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
Concentrations (Details Narrative) - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Concentration Risk [Line Items]
Total revenue	$ 2,814,239	$ 2,518,137	$ 4,487,924	$ 4,805,608
Customer One [Member] \| Revenue Benchmark [Member] \| Customer Concentration Risk [Member]
Concentration Risk [Line Items]
Total revenue	765,675	567,970
Customer Two [Member] \| Revenue Benchmark [Member] \| Customer Concentration Risk [Member]
Concentration Risk [Line Items]
Total revenue	$ 577,153	$ 396,567

Concentrations of credit risk: (Details Narrative) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Product Information [Line Items]
Cash and cash equivalents	$ 1,380,740	$ 2,363,530
Cash, uninsured amount	1,140,904	2,150,761
Accounts receivable	3,547,308	7,400,282
Customer One [Member] \| Accounts Receivable [Member] \| Customer Concentration Risk [Member]
Product Information [Line Items]
Accounts receivable	1,280,545	1,921,602
Customer Two [Member] \| Accounts Receivable [Member] \| Customer Concentration Risk [Member]
Product Information [Line Items]
Accounts receivable	$ 602,066	1,061,177
Customer Three [Member] \| Accounts Receivable [Member] \| Customer Concentration Risk [Member]
Product Information [Line Items]
Accounts receivable		$ 920,736