Note 3 - Acquisition of Kidoz Ltd.

3 Months Ended

Mar. 31, 2019

Notes to Financial Statements

Business Combination Disclosure [Text Block]

3.

   Acquisition of Kidoz Ltd.

During the quarter ended

March 31, 2019,

the Company issued

52,450,286

shares for total consideration of

$20,603,655

in the acquisition of all the issued and outstanding ordinary and preferred shares in the capital stock of Kidoz Ltd., a company incorporated under the laws of the State of Israel. Kidoz Ltd. is a global kids' content distribution and monetization marketplace. The Company paid a commission of

$130,000

and incurred transaction costs of

$65,063.

The acquisition closed with the effective date of acquisition being

February 28, 2019.

The acquisition enables the global reach of Kidoz Ltd.'s content network to be combined with the Company's Rooplay subscription OTT platform.

This acquisition is accounted for as a business combination. On acquisition of Kidoz Ltd., the Company allocated the purchase price to the fair value of the net assets acquired. However, as certain information regarding Kidoz Ltd.'s, intangible assets and resulting goodwill is

not

yet finalized, these figures are subject to change. The provisional measurements of assets and liabilities

may

be retrospectively adjusted when new information is obtained until the final measurements are determined within

one

year of the acquisition date.

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

Cash	$	183,264
Accounts receivable		1,074,895
Prepaid expenses		22,253
Equipment		14,873
Accounts payable and accrued liabilities		(311,565	)
Short term loan		(284,187	)
Goodwill and identified intangible assets		19,904,122
	$	20,603,655