UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
10-Q/A
Amendment No. 1
(Mark
one)
[
X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period
ended March 31, 2020
[
] [ ]
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE EXCHANGE ACT
For the transition period from _____________ to ____________
Commission
File Number: 333-120120-01
KIDOZ INC.
(Exact
name of small business issuer as specified in its charter)
ANGUILLA
|
|
98-0206369
|
(State
or other jurisdiction of incorporation or organization)
|
|
(I.R.S.
Employer Identification No.)
|
Hansa Bank Building, Ground
Floor, Landsome Road
AI-2640, The
Valley, Anguilla, B.W.I
(Address
of principal executive offices)
(888) 374-2163
(Issuer's
telephone number)
Securities registered
pursuant to Section 12(b) of the Act:
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which
registered
|
Common Shares
|
KIDZ
|
Toronto Venture
Stock Exchange
|
Indicate by check mark whether the
registrant (1) filed all reports required to be filed by Sections 13
or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes [X] No [ ]
|
Indicate by check mark
whether the registrant has submitted electronically every
Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (Section 232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required
to submit such files).
Yes [X] No [ ]
|
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company, or
an emerging growth company.
Large accelerated
filer [
] Accelerated file
[ ]
Non-accelerated filer
[
] Smaller reporting
company [X]
Emerging growth company [ ]
|
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the
extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of
the Exchange Act. Yes [ ] No [ ]
|
Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the
Exchange
Act).
Yes [ ] No [X]
|
APPLICABLE ONLY TO CORPORATE ISSUERS
The number of outstanding shares of
the Issuer's common stock, no par value per share, was 131,124,989
as of June 9, 2020.
|
EXPLANATORY NOTE FOR AMENDMENT NO. 1
Kidoz Inc. (the "Company") is
filing this Amendment No. 1 on Form 10-Q/A (this "Amendment") to its Quarterly
Report on Form 10-Q/A for the quarter ended March 31, 2020, originally filed
with the Securities and Exchange Commission (the "SEC") on June 1, 2020 (the "Original Filing"). The sole purpose of this Amendment No. 1
is to add this Explanatory Note which was inadvertently omitted from the
Original Form 10-Q.
This Amendment No. 1 does not
reflect events occurring after June 1, 2020, the date of the filing of the
Quarterly Report, or modify or update those disclosures that may have been
affected by subsequent events.
The Registrant
is filing this Amendment to include those disclosures required by the SEC's
March 4, 2020 Order (Release No. 34-88318), as modified on March 25, 2020
(Release No. 34-88465) (the "SEC Order"). This Form 10-Q/A is being filed in
reliance on the SEC Order.
On March 4,
2020, the U.S. Securities and Exchange Commission (the "SEC") issued an order
under Section 36 (Release No. 34-88318) of the Securities Exchange Act of 1934,
as amended ("Exchange Act"), granting exemptions from specified provisions of
the Exchange Act and certain rules thereunder. On March 25, 2020, the order was
modified and superseded by a new SEC order (Release No. 34-88465), which
provides conditional relief to public companies that are unable to timely comply
with their filing obligations as a result of the novel Coronavirus ("COVID- 19")
outbreak (the "SEC Order"). The SEC Order provides that a registrant subject to
the reporting requirements of Exchange Act Section 13(a) or 15(d), and any
person required to make any filings with respect to such registrant, is exempt
from any requirement to file or furnish materials with the Commission under
Exchange Act Sections 13(a), 13(f), 13(g), 14(a), 14(c), 14(f), 15(d) and
Regulations 13A, Regulation 13D-G (except for those provisions mandating the
filing of Schedule 13D or amendments to Schedule 13D), 14A, 14C and 15D, and
Exchange Act Rules 13f-1, and 14f-1, as applicable, if the following conditions
are satisfied.
(a) The
registrant or any person required to make any filings with respect to such a
registrant is unable to meet a filing deadline due to circumstances related to
COVID-19;
(b) Any
registrant relying on this Order furnishes to the Commission a Form 8-K or, if
eligible, a Form 6 by the later of March 16 or the original filing deadline of
the report stating:
(1) that it is relying on this Order;
(2) a brief
description of the reasons why it could not file such report, schedule or form
on a timely basis;
(3) the
estimated date by which the report, schedule, or form is expected to be filed;
(4) a company
specific risk factor or factors explaining the impact, if material, of COVID-19
on its business; and
(5) if the
reason the subject report cannot be filed timely relates to the inability of any
person, other than the registrant, to furnish any required opinion, report or
certification, the Form 8-K or Form 6-K shall have attached as an exhibit a
statement signed by such person stating the specific reasons why such person is
unable to furnish the required opinion, report or certification on or before the
date such report must be filed.
(c) The
registrant or any person required to make any filings with respect to such a
registrant files with the Commission any report, schedule, or form required to
be filed no later than 45 days after the original due date; and
(d) In any
report, schedule or form filed by the applicable deadline pursuant to paragraph
(c) above, the registrant or any person required to make any filings with
respect to such a registrant must disclose that it is relying on this Order and
state the reasons why it could not file such report, schedule or form on a
timely basis.
As previously
reported on Form 8-K filed on May 14, 2020, and on Form 8-K/A on May 29, 2020,
the Company was unable to file its Form 10-Q for the quarter ended March 31,
2020 by the original deadline, due to circumstances related to the COVID-19
pandemic.
On March 11,
2020, the Company took the decision that its employees will commence working
from home so as to reduce the spread of COVID-19. The spread of Coronavirus
related illness, such as COVID-19, within the offices of the Company or among
its key employees, notwithstanding work-from-home arrangements, could severely
impair the operational capabilities of the Company resulting in harm to the
Company's business and its operating results.
The COVID-19
restrictions particularly in Israel, caused the Company significant disruptions
in the following areas, 1) limited access to the Company's facilities and 2) the
stay at home orders, all of which is resulting in limited support from our staff
and professional advisors. This has, in turn, delayed the Company's ability to
obtain all of the necessary financial records that it needs to permit the
Company to prepare and complete its Form 10-Q Quarterly report in a timely
manner.
In addition, as
required by Rule 12b-15 and 13a-14 under the Exchange Act, the Company is
including in this Amendment certifications from its Co-Chief Executive Officers
and Chief Financial Officer as required by Rule 13a-14(a) or Rule 15d-14(a) of
the Exchange Act as exhibits to this Amendment. Because no financial statements
have been included in this Amendment and this Amendment does not contain or
amend any disclosure with respect to Items 307 and 308 of Regulation S-K,
paragraphs 3, 4 and 5 of the certifications have been omitted. Similarly,
because no financial statements have been included in this Amendment,
certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 have
been omitted.
Except as
described above, this Amendment does not amend, modify or update disclosures in,
or exhibits to, the Original Filing. Furthermore, this Amendment does not change
any previously reported financial results, nor does it reflect events occurring
after the filing of the Original Filing. Accordingly, this Amendment should be
read in conjunction with the Original Filing and the Company's filings with the
SEC subsequent to the Original Filing.
ITEM 6. Exhibits
Exhibits
The
following instruments are included as exhibits to this Report. Exhibits
incorporated by reference are so indicated.
Exhibit Number
|
Description
|
31.1
|
Certificate of
Co-Chief Executive Officer pursuant to the Securities Exchange Act Rules
13a-15(e) and 15d -15(e) as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 dated May
28, 2020.
|
31.2
|
Certificate of
Co-Chief Executive Officer pursuant to the Securities Exchange Act Rules
13a-15(e) and 15d -15(e) as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 dated June 9, 2020.
|
31.3
|
Certificate of
Chief Financial Officer pursuant to the Securities Exchange Act Rules
13a-15(e) and 15d -15(e) as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 dated June 9, 2020.
|
32.1
|
Certification from
the Co-Chief Executive Officer of Kidoz Inc. pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 dated June 9, 2020.
|
SIGNATURES
In accordance with the
requirements of the Exchange Act, the registrant caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Date:
|
June 9, 2020
|
|
KIDOZ
INC.
|
|
|
(Registrant)
|
Date:
|
June 9, 2020
|
|
/S/ J.M. Williams
|
|
|
J. M. Williams,
Co-Chief Executive Officer
(Principal
Executive Officer)
|
Date:
|
June 9, 2020
|
|
/S/
E. Ben Tora
|
|
|
|
E. Ben Tora, Co
-Chief Executive Officer
(Principal
Executive Officer)
|
Date:
|
June 9, 2020
|
|
/S/
H. W. Bromley
|
|
|
H.W. Bromley, Chief
Financial Officer
(Principal
Accounting Officer)
|
EXHIBIT 31.1
CERTIFICATIONS
I, J. M. Williams, certify that:
1.
I have reviewed this Amendment No. 1 to the Quarterly Report on
Form 10-Q of Kidoz Inc.; and
2.
Based on my knowledge, this report
does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect
to the period covered by this report.
Signed
: /s/ J. M. Williams
Date :
June 9, 2020
J. M. Williams,
Co-Chief Executive Officer,
EXHIBIT 31.2
CERTIFICATIONS
I, E. Ben Tora, certify that:
1.
I have reviewed this Amendment No. 1 to the Quarterly Report on
Form 10-Q of Kidoz Inc.; and
2.
Based on my knowledge, this report
does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect
to the period covered by this report.
Signed
: /s/ E. Ben Tora
Date :
June 9, 2020
E. Ben Tora,
Co-Chief Executive Officer,
EXHIBIT 31.3
CERTIFICATIONS
I, H. W. Bromley, certify that:
1. I have reviewed this
Amendment No. 1 to the Quarterly Report on Form 10-Q of Kidoz Inc.; and
2.
Based on my knowledge, this report
does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect
to the period covered by this report.
Signed
: /s/ H. W. Bromley
Date :
June 9, 2020
H.W. Bromley,
Chief Financial Officer
(Principal Accounting
Officer)
Kidoz (PK) (USOTC:KDOZF)
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