Summary of significant accounting policies:

(a) Basis of presentation:

These 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. The financial statements include the accounts of the Company's subsidiaries,

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

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

During the quarter ended

March 31, 2017,

Shoal Media UK Ltd. was incorporated under the laws of England and Wales.

Subsequent to the quarter ended

June 30, 2017,

Rooplay Media Kenya Limited was incorporated under the laws of Kenya.

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

(b) Use of estimates:

The preparation of 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 valuation of long-lived assets, the collectibility of accounts receivable, the valuation of promissory notes and the estimated market rate of

15%

and the valuation of deferred tax assets. Actual results

may

differ significantly from these estimates.

Trophy Bingo and Garfield's Bingo revenues have been recognized from the sale of in-game purchases, net of platform fees, at the time of purchase by the player. The revenue from in-game advertising is recognized when advertising is served to the player.

Advertising revenues,

not

generated in Trophy Bingo or Garfield's Bingo, have been recognized when collection of the amounts are reasonably assured.

Rooplay revenues have been recognized when collection of the subscriptions are reasonably assured and the provision of service has occurred.

(d) Foreign currency:

The consolidated financial statements are presented in United States dollars, the functional currency of the Company and its subsidiaries. The Company accounts for foreign currency transactions and translation of foreign currency financial statements under Statement ASC

830,

Foreign Currency Matters. Transaction amounts denominated in foreign currencies are translated at exchange rates prevailing at the transaction dates. Carrying values of monetary assets and liabilities are adjusted at each balance sheet date to reflect the exchange rate at that date. Non-monetary assets and liabilities are translated at the exchange rate on the original transaction date.

Gains and losses from restatement of foreign currency monetary and non-monetary assets and liabilities are included in net income. Revenues and expenses are translated at the rates of exchange prevailing on the dates such items are recognized in earnings.

(e) Software Development Costs:

Software development costs incurred in the research and development of new software products and enhancements to existing software products for external use are expensed as incurred until technological feasibility has been established. After technological feasibility is established, any software development costs are capitalized and amortized at the greater of the straight-line basis over the estimated economic life of the related product or the ratio that current gross revenues for a product bear to the total of current and anticipated future gross revenues for the related product. Commencing

January 1, 2014,

the Company obtained technological feasibility and amortized the capitalized software development costs over a period of

years. The Company performs an annual review of the estimated economic life and the recoverability of such capitalized software costs, using a net realizable value test. The Company completed the amortization of the capitalized Trophy Bingo software development expenses on

December 31, 2016.

If a determination is made that capitalized amounts are

not

recoverable based on the estimated cash flows to be generated from the applicable software, any remaining capitalized amounts are written off. Although the Company believes that its approach to estimates and judgments as described herein is reasonable, actual results could differ and the Company

may

be exposed to increases or decreases in revenue that could be material.

Total software development costs for the development of all

three

products; Rooplay, Garfield's Bingo and Trophy Bingo, were

$5,346,585

as at

June 30, 2017 (

June 30, 2016 -

$4,326,553

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

May 2014,

the FASB issued ASU

No.

2014

09,

Revenue from Contracts with Customers and issued subsequent amendments to the initial guidance in

August 2016,

March 2016,

April 2016,

and

May 2016

within ASU

2016

04,

ASU

2016

08,

ASU

2016

10,

ASU

2016

and ASU

2016

12,

respectively. The guidance in this update supersedes the revenue recognition requirements in ASC

605,

Revenue Recognition, and most industry-specific guidance throughout the Codification. Additionally, this update supersedes some cost guidance included in ASC

605

35,

Revenue Recognition - Construction-Type and Production-Type Contracts. In addition, the existing requirements for the recognition of a gain or loss on the transfer of nonfinancial assets that are

not

in a contract with a customer (for example, assets within the scope of ASC

360,

Property, Plant, and Equipment, and intangible assets, within the scope of ASC

350,

Intangibles - Goodwill and Other) are amended to be consistent with the guidance on recognition and measurement in this update. The standard was to be effective for the Company as of

January 1, 2017,

but in

August 2016,

the FASB delayed the effective date of the new revenue accounting standard to

January 1, 2019,

and would permit early adoption as of the original effective date. Earlier adoption is

not

otherwise permitted for public entities. An entity can apply the revenue standard retrospectively to each prior reporting period presented (full retrospective method) or retrospectively with the cumulative effect of initially applying the standard recognized at the date of initial application in retained earnings (simplified transition method). The Company is currently assessing the impact of this update on its consolidated financial statements. The Company has

not

yet selected an adoption date, a transition method nor has it determined the effect of the standard on its ongoing financial reporting.

April 1, 2016,

the FASB voted to defer the effective date of ASU

No.

2014

09,

which outlines a single comprehensive model for entities to use in accounting for revenues arising from contracts with customers and notes that lease contracts with customers are a scope exception. Public business entities

may

elect to adopt the amendments as of the original effective date; however, if the proposed deferral is approved, adoption is required for annual reporting periods beginning after

December 15, 2017.

We are currently assessing the impact of the guidance on our consolidated financial statements.

January 2016,

the FASB issued ASU

2016

01,

Financial Instruments - Overall (Subtopic

825

): Recognition and Measurement of Financial Assets and Financial Liabilities ("ASU

2016

01"

), which requires that equity investments, except for those accounted for under the equity method or those that result in consolidation of the investee, be measured at fair value, with subsequent changes in fair value recognized in net income. However, an entity

may

choose to measure equity investments that do

not

have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. ASU

2016

also impacts the presentation and disclosure requirements for financial instruments. ASU

2016

is effective for public business entities for annual periods, and interim periods within those annual periods, beginning after

December 15, 2017.

Early adoption is permitted only for certain provisions. The Company does

not

expect that the adoption of ASU

2016

will have a material effect on its consolidated financial statements.

February 2016,

the FASB issued ASU

No.

2016

02,

Leases (Topic

842

), which requires lessees to recognize most leases on the balance sheet. This ASU requires lessees to recognize a right-of-use asset and lease liability for all leases with terms of more than

months. Lessees are permitted to make an accounting policy election to

not

recognize the asset and liability for leases with a term of

twelve

months or less. The ASU does

not

significantly change the lessees' recognition, measurement and presentation of expenses and cash flows from the previous accounting standard. Lessors' accounting under the ASC is largely unchanged from the previous accounting standard. In addition, the ASU expands the disclosure requirements of lease arrangements. Lessees and lessors will use a modified retrospective transition approach, which includes a number of practical expedients. The provisions of this guidance are effective for annual periods beginning after

December 15, 2018,

and interim periods within those years, with early adoption permitted. Management is evaluating the requirements of this guidance and has

not

yet determined the impact of the adoption on the Company's financial position or results of operations.

June 2016,

the FASB issued ASU

No.

2016

13,

"Financial Instruments - Credit Losses (Topic

326

): Measurement of Credit Losses on Financial Instruments". The accounting standard changes the methodology for measuring credit losses on financial instruments and the timing when such losses are recorded. ASU

No.

2016

is effective for fiscal years, and interim periods within those years, beginning after

December 15, 2019.

Early adoption is permitted for fiscal years, and interim periods within those years, beginning after

December 15, 2018.

The Company is currently evaluating the impact of ASU

No.

2016

on its financial position, results of operations and liquidity.

August 2016,

the FASB issued ASU

No.

2016

15,

“Statement of Cash Flows (Topic

230

)”. The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. ASU

No.

2016

is effective for fiscal years, and interim periods within those years, beginning after

December 15, 2017.

Early adoption is permitted, provided that all of the amendments are adopted in the same period. The guidance requires application using a retrospective transition method. The Company is currently evaluating the impact of ASU

No.

2016

on its financial position, results of operations and liquidity.

October 2016,

the Financial Accounting Standards Board ("FASB") issued ASU

No.

2016

16,

Income Taxes (Topic

740

). The standard improves the accounting for income tax consequences of intra-entry transfers of assets other than inventory. This pronouncement is effective for annual reporting periods beginning after

December 15, 2017.

The amendments in this ASU should be applied using a modified retrospective approach. The Company is currently evaluating the impact of ASU

No.

2016

on its financial position, results of operations and liquidity.

May 2017,

the FASB issued ASU

2017

09,

Compensation - Stock Compensation (Topic

718

): Scope of Modification Accounting. The new standard provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic

718.

This pronouncement is effective for annual reporting periods beginning after

December 15, 2017

but early adoption is permitted. The Company is currently evaluating the impact of adopting this guidance.

There have been

other recent accounting standards, or changes in accounting standards, during the quarter ended

June 30, 2017,

as compared to the recent accounting standards described in the Annual Report, that are of material significance, or have potential material significance, to us.

(g) Financial instruments:

(i) Fair values:

The fair value of accounts receivable, accounts payable, accrued liabilities, promissory notes and accounts payable and accrued liabilities - related party approximate their financial statement carrying amounts due to the short-term maturities of these instruments. Cash is carried at fair value using a level

fair value measurement.

In general, fair values determined by Level

inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level

inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level

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 was measured using Level

inputs.

(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.