UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G*
Under the Securities Exchange Act of 1934
(Amendment No. __)
Kidoz Inc.
(Name of Issuer)
Common stock, no par value
(Title of Class of Securities)
G5259K105
(CUSIP Number)
February 11, 2022
(Date of event which requires
filing of this statement)
Check the appropriate box to designate the
rule pursuant to which this
Schedule 13G is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
(1) NAMES OF REPORTING
PERSONS Mr. Gai Havkin
I.R.S. IDENTIFICATION NO. OF
ABOVE PERSONS (ENTITIES ONLY)
N/ A
(2) CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP *
(a) [ ]
(b) [X]
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF
ORGANIZATION ISRAEL
Number of Shares Benefically by Owned by
Each Reporting Person With:
|
5. SOLE VOTING POWER
|
6,380,590
|
6. SHARED VOTING POWER
|
6,380,590
|
7. SOLE DISPOSITIVE POWER
|
6,380,590
|
8. SHARED DISPOSITIVE POWER
|
6,380,590
|
(9) AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
6,380,590
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
(11) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
4.85%
(12) TYPE OF REPORTING PERSON
**
IN
Page 1
ITEM 1
Item 1(a). Name of Issuer:
Kidoz Inc.
(the "Issuer").
Item 1(b). Address of Issuer's
Principal Executive Offices:
The Issuer's principal executive offices are
located at Ground Floor, Hansa Bank Building,
Landsome Road, AI 2640,
The Valley, Anguilla, B.W.I
ITEM 2
Item 2(a). Name of Person
Filing: Mr. Gai Havkin
Item 2(b). Address of Principal Business
Office or, if None, Residence:
14 Hahadas Street
Hadera
38246
Israel
Item 2(c). Citizenship: Israel
Item 2(d). Title of Class of
Securities: Common Stock, no par value
(the "Common Stock")
Item 2(e). CUSIP Number:
G5259K105
ITEM 3
If this statement is filed pursuant to Section
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer
registered under Section 15 of the Act,
(b) [ ] Bank as defined in
Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as
defined in Section 3(a)(19) of the Act,
(d) [ ] Investment Company
registered under Section 8 of the Investment Company Act of 1940,
(e) [ ] Investment Adviser in
accordance with Rule 13d-1 (b)(1)(ii)(E),
(f) [ ] Employee Benefit Plan or
Endowment Fund in accordance with Rule 13d-1 (b)(1)(ii)(F),
(g) [ ] Parent Holding Company or
control person in accordance with Rule 13d-1 (b)(1)(ii)(G),
(h) [ ] Savings Association as
defined in Section 3(b) of the Federal Deposit Insurance Act,
(i) [ ] Church Plan that is
excluded from the definition of an investment company under
Section 3(c)(14) of the Investment Company Act
of 1940,
(j) [ ] Group, in accordance
with Rule 13d-1(b)(1)(ii)(J).
Not applicable.
Page 2
ITEM 4 OWNERSHIP
Provide the following information regarding the
aggregate number and percentage of the class of securities of the issuer
identified in Item 1.
(a) Amount beneficially owned:
6,380,590
(b) Percent of
class:
4.85%
The percentages set forth in this Schedule 13G are calculated based on the
131,424,989 shares of Common Stock outstanding as of February 11, 2022.
(c) Number of shares as to which the person
has:.
(i) Sole power to vote or direct
the vote:
6,380,590
(ii) Shared power to vote or direct
the vote:
6,380,590
(iii) Sole power to dispose or direct the
disposition:
6,380,590
(iv) Shared power to dispose or direct the
disposition: 6,380,590
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A
CLASS
If this statement is being filed to report the
fact that as of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of securities, check the
following [X]
ITEM 6. OWNERSHIP OF MORE THAN FIVE
PERCENT ON BEHALF OF ANOTHER PERSON
If any other person is known to have the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, such securities, a statement to that effect should be included
in response to this item and, if such interest relates to more than five percent
of the class, such person should be identified. A listing of the shareholders of
an investment company registered under the Investment Company Act of 1940 or the
beneficiaries of employee benefit plan, pension fund or endowment fund is not
required. NOT APPLICABLE
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE
SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY
If a parent holding company has filed this
schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and
attach an exhibit stating the identity and the Item 3 classification of the
relevant subsidiary. If a parent holding company has filed this schedule
pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identification of the relevant subsidiary.
NOT APPLICABLE
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF
MEMBERS OF THE GROUP
If a group has filed this schedule pursuant to
Section 240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit
stating the identity and Item 3 classification of each member of the group. If a
group has filed this schedule pursuant to Section 240.13d-1(c) or Section 240.13d-1(d), attach
an exhibit stating the identity of each member of the group.
NOT APPLICABLE
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Notice of dissolution of a group may be
furnished as an exhibit stating the date of the dissolution and that all further
filings with respect to transactions in the security reported on will be filed,
if required, by members of the group, in their individual capacity. See Item 5.
NOT APPLICABLE
Page 3
ITEM 10. CERTIFICATION
(a) The following certification shall be
included if the statement is filed pursuant to Section 240.13d-1(b):
By signing below I certify that, to the best of
my knowledge and belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect. [X]
(b) The following certification shall be
included if the statement is filed pursuant to Section 240.13d-1(c):
By signing below I certify that, to the best of
my knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that
purpose or
effect.
[ ]
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement
is true, complete and correct.
DATED: February
11, 2022
SIGNATURE /s/ Mr. G. Havkin
NAME/TITLE Mr. G. Havkin
The original statement shall be signed by each
person on whose behalf the statement is filed or his authorized representative.
If the statement is signed on behalf of a person by his authorized
representative other than an executive officer or general partner of the filing
person, evidence of the representative's authority to sign on behalf of such
person shall be filed with the statement, provided, however, that a power of
attorney for this purpose which is already on file with the Commission may be
incorporated by reference. The name and any title of each person who signs the
statement shall be typed or printed beneath his signature.
Page 4
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