UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 For the transition period from ______ to _______ Commission File Number 001-41326 Golden Matrix Group, Inc. (Exact name of registrant as specified in its charter) Nevada 46-1814729 (State or other jurisdiction of ...

Part I [Business Overview](index=3&type=section&id=ITEM%201.%20BUSINESS) Golden Matrix Group operates in B2B and B2C online gaming, providing SaaS platforms and running prize competitions and online casinos, with significant growth planned through the pending Meridian acquisition [Organizational History and Key Acquisitions](index=4&type=section&id=Organizational%20History%20and%20Key%20Acquisitions) GMGI transitioned from mining to software in 2016, entering B2C with RKings acquisitions and launching Mexplay, with a major pending acquisition of Meridian Companies for **$300 million** - Acquired an **80% interest** in RKingsCompetitions Ltd on November 1, 2021, and the remaining **20%** on November 4, 2022, establishing a significant B2C presence[34](index=34&type=chunk)[42](index=42&type=chunk) - Launched Mexplay, a B2C online casino in Mexico, in November 2022, which began generating revenue in March 2023[39](index=39&type=chunk) - Entered into an agreement to acquire the Meridian Companies for a total consideration of approximately **$300 million**, comprising **$30 million** in cash at closing, **82.1 million** restricted shares, preferred stock, and subsequent cash and note payments, with the deal expected to close by March 31, 2024[43](index=43&type=chunk)[47](index=47&type=chunk)[49](index=49&type=chunk) [Business Segments and Platforms](index=8&type=section&id=Business%20Segments%20and%20Platforms) The company's B2B segment offers SaaS platforms (GM-X, GM-Ag) to iGaming operators, while its B2C segment includes UK prize competitions (RKings) and a Mexican online casino (Mexplay) - The B2B segment develops and licenses turn-key and white-label gaming platforms (GM-X and GM-Ag) for international iGaming operators, mainly in the Asia Pacific region[63](index=63&type=chunk)[64](index=64&type=chunk) - The B2C segment includes RKings, offering pay-to-enter prize competitions in the UK, and Mexplay, a licensed online casino and sportsbook in Mexico[63](index=63&type=chunk)[75](index=75&type=chunk)[78](index=78&type=chunk) - As of October 31, 2023, the company's systems supported over **8.2 million** registered players and **785** unique casino and live game operations[65](index=65&type=chunk) [Business Model and Revenue Streams](index=11&type=section&id=Business%20Model%20and%20Revenue%20Streams) GMGI generates B2B revenue from software usage fees and third-party content royalties, and B2C revenue from UK prize competition ticket sales and Mexican online casino net gaming revenue Revenue Streams by Business Segment | Segment | Revenue Stream | Description | | :--- | :--- | :--- | | **B2B** | Software Usage Fees | Charges to gaming operators for using the company's proprietary IP and technology systems, typically a percentage of monthly usage | | **B2B** | Third-Party Content Royalties | Margin earned from reselling gaming content (slots, table games, live games) from third-party providers | | **B2C** | Prize Competition Tickets | Sales of tickets for prize competitions (e.g., cars, holidays) through RKings in the UK | | **B2C** | Online Casino | Net revenue (user wagers minus payouts and incentives) from casino games and sportsbook offered on Mexplay in Mexico | [Growth Strategy](index=14&type=section&id=Growth%20Strategy) The company's growth strategy involves organic expansion by supporting existing customers, global market entry, B2C marketing, proprietary content development, and strategic acquisitions like Meridian - Support existing iGaming customers as they scale their operations[131](index=131&type=chunk) - Expand globally by securing new customers in existing and newly regulated markets, with a focus on Africa and Latin America[131](index=131&type=chunk) - Invest in sales and marketing to drive customer growth for the RKings and Mexplay B2C platforms[131](index=131&type=chunk) - Pursue synergistic acquisitions, highlighted by the pending Meridian Purchase Agreement, to expand market position[131](index=131&type=chunk)[136](index=136&type=chunk) [Regulation](index=17&type=section&id=Regulation) GMGI operates under strict regulations, holding an AGCC certificate, structuring RKings for UK gambling law exemption, securing a Mexican gaming permit for Mexplay, and complying with GDPR - Holds a Category 2 Associate Certificate from the Alderney Gambling Control Commission (AGCC), a key license for B2B software providers[158](index=158&type=chunk)[160](index=160&type=chunk) - RKings' prize competitions in the UK are structured to be exempt from gambling/lottery laws by requiring skill and offering a free-entry route[165](index=165&type=chunk)[187](index=187&type=chunk) - Obtained a gaming permit from Mexico's Ministry of the Interior (SEGOB) to operate its online casino, Mexplay[166](index=166&type=chunk)[199](index=199&type=chunk) - Subject to the European Union's General Data Protection Regulation (GDPR), which governs the handling of personal data and carries significant fines for non-compliance[189](index=189&type=chunk)[191](index=191&type=chunk)[194](index=194&type=chunk) [Risk Factors](index=22&type=section&id=ITEM%201A.%20RISK%20FACTORS) The company faces financial risks from funding growth and acquisitions, regulatory risks from evolving gaming laws, integration challenges from the Meridian deal, and management control risks - **Financial Risk:** The company may require significant additional financing to fund growth and acquisitions, particularly the Meridian purchase, which may not be available on favorable terms and could cause dilution[214](index=214&type=chunk)[219](index=219&type=chunk) - **Regulatory Risk:** The business is subject to extensive and evolving gaming regulations, where failure to obtain or maintain licenses or changes in laws in key jurisdictions could disrupt operations and harm financial results[217](index=217&type=chunk)[292](index=292&type=chunk)[302](index=302&type=chunk) - **Acquisition Risk:** The pending Meridian acquisition involves significant risks, including potential failure to close, integration challenges, substantial dilution to existing shareholders, and a change of control[217](index=217&type=chunk)[381](index=381&type=chunk)[388](index=388&type=chunk) - **Management and Control Risk:** The CEO, Anthony Brian Goodman, exercises majority voting control over the company through his ownership of Series B Preferred Stock, limiting other shareholders' ability to influence corporate matters[217](index=217&type=chunk)[336](index=336&type=chunk) [Properties](index=51&type=section&id=ITEM%202.%20PROPERTIES) The company does not own real estate, operating from a virtual office in Las Vegas, leasing office space in Australia, and maintaining UK facilities for its RKings subsidiary - Leases office space in Bondi Junction, Australia, for **$115,882 AUD** per year under a three-year agreement[424](index=424&type=chunk) - Maintains its principal business location at a virtual managed office in Las Vegas, NV[425](index=425&type=chunk) [Legal Proceedings](index=51&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS) The company is in a dispute with a former RKings owner over a contested **$607,607** holdback payment, which has been accrued as a liability, with no other material legal actions pending - A dispute exists with a former owner of RKings, Mr. Paul Hardman, over a contested holdback payment of **$607,607**, which the company has accrued as a liability but is vigorously pursuing its claim of breach of contract against Mr. Hardman[427](index=427&type=chunk) Part II [Market for Common Equity and Shareholder Matters](index=51&type=section&id=ITEM%205.%20MARKET%20FOR%20REGISTRANT'S%20COMMON%20EQUITY%2C%20RELATED%20SHAREHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES.) GMGI common stock trades on The Nasdaq Capital Market, with no history or plans for cash dividends, and a **$2 million** share repurchase program expired without purchases in Q4 FY2023 - Common stock is traded on The Nasdaq Capital Market under the symbol "GMGI"[431](index=431&type=chunk) - The company has never paid cash dividends and does not plan to in the foreseeable future[433](index=433&type=chunk) - A **$2 million** share repurchase program expired on September 29, 2023, with no shares repurchased in the fourth quarter of fiscal 2023[437](index=437&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=52&type=section&id=ITEM%207.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS.) FY2023 revenues increased to **$44.2 million** driven by B2C growth, but gross margin declined to **22%**, resulting in a net loss of **$1.17 million**, while the company maintains **$17.1 million** cash and seeks funding for the Meridian acquisition [Results of Operations](index=54&type=section&id=Results%20of%20Operations) FY2023 total revenues grew **22.6%** to **$44.2 million**, primarily from B2C, while gross profit margin decreased to **22%** due to competitive pricing and lower-margin assets, leading to a net loss of **$1.17 million** Fiscal Year 2023 vs. 2022 Performance | Metric | FY 2023 | FY 2022 | Change | | :--- | :--- | :--- | :--- | | **Total Revenues** | $44,174,052 | $36,034,856 | +22.6% | | *B2B Revenues* | $15,629,280 | $14,848,259 | +5.3% | | *B2C Revenues* | $28,544,772 | $21,186,597 | +34.7% | | **Gross Profit** | $9,868,871 | $9,162,627 | +7.7% | | **Gross Profit Margin** | 22% | 25% | -3 p.p. | | **Operating Expenses** | $10,395,118 | $8,970,135 | +15.9% | | **Net Loss Attributable to GMGI** | ($1,172,750) | ($250,038) | +$922,712 | | **Adjusted EBITDA** | $2,397,276 | $3,526,543 | -32.0% | - The increase in B2C revenue was mainly attributable to the full-year contribution of GMG Assets (which facilitates cash alternatives for RKings prizes) and the launch of the Mexplay online casino in March 2023[468](index=468&type=chunk)[469](index=469&type=chunk) - The decline in gross profit margin was due to aggressive pricing in the competitive APAC B2B market and the dilutive effect of the lower-margin (**3%**) GMG Assets business[482](index=482&type=chunk)[483](index=483&type=chunk) [Liquidity and Capital Resources](index=60&type=section&id=Liquidity%20and%20Capital%20Resources) As of October 31, 2023, GMGI had **$17.1 million** in cash and **$18.4 million** in working capital, with positive operating cash flow, but is actively seeking funding for the **$30 million** initial cash payment for the Meridian acquisition Liquidity Position as of October 31 | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Cash and cash equivalents | $17,100,280 | $14,949,673 | | Working capital | $18,373,253 | $16,573,796 | | Total Shareholders' Equity | $31,103,394 | $29,796,481 | - Cash provided by operating activities was **$2.2 million** for FY 2023, a decrease from **$2.8 million** in FY 2022[519](index=519&type=chunk) - The company is pursuing funding sources to meet the cash payment requirements for the Meridian acquisition, totaling **$70 million** over **24 months**, with an initial **$30 million** due at closing[504](index=504&type=chunk)[508](index=508&type=chunk) [Financial Statements and Supplementary Data](index=63&type=section&id=ITEM%208.%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTARY%20DATA) This section presents the independent auditor's unqualified opinion on the consolidated financial statements, detailing the company's financial position, performance, and key notes on acquisitions, related parties, and segment results - The independent auditor, M&K CPAS, PLLC, issued an unqualified opinion on the consolidated financial statements, stating they are presented fairly in all material respects in conformity with U.S. GAAP[529](index=529&type=chunk) - The auditor identified Revenue Recognition as a Critical Audit Matter due to the significant judgment involved in determining the principal in sales transactions and the satisfaction of performance obligations[534](index=534&type=chunk) [Consolidated Financial Statements](index=65&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements show total assets of **$35.6 million**, total liabilities of **$4.5 million**, total revenues of **$44.2 million**, a net loss of **$1.17 million**, and positive operating cash flow of **$2.2 million** for FY2023 Key Financial Statement Data (Year Ended Oct 31, 2023) | Financial Statement | Metric | Amount (USD) | | :--- | :--- | :--- | | **Balance Sheet** | Total Assets | $35,582,817 | | | Total Liabilities | $4,479,423 | | | Total Shareholders' Equity | $31,103,394 | | **Income Statement** | Total Revenues | $44,174,052 | | | Gross Profit | $9,868,871 | | | Net Loss Attributable to GMGI | ($1,172,750) | | **Cash Flow** | Net Cash from Operating Activities | $2,206,367 | [Note 13 - Related Party Transactions](index=79&type=section&id=Note%2013%20-%20Related%20Party%20Transactions) The company engages in significant related party transactions, including revenue from an entity owned by the CEO and his wife, and a software license agreement with a company where CEO and COO serve as officers - Generated **$662,532** in revenue from Articulate Pty Ltd, an entity wholly-owned by CEO Anthony Goodman and his wife, during fiscal year 2023[705](index=705&type=chunk) - Entered into a Software License Agreement with Elray Resources Inc., a company where GMGI's CEO and COO also serve as officers and directors, with no revenue generated from this agreement in FY2023 as operations began in January 2024[710](index=710&type=chunk)[717](index=717&type=chunk) - Acquired GMG Assets from former director Aaron Johnston and a former RKings shareholder for **£25,000**[719](index=719&type=chunk)[720](index=720&type=chunk) [Note 15 - Segment Reporting](index=91&type=section&id=Note%2015%20-%20Segment%20Reporting) In FY2023, the B2C segment contributed **65%** of total revenues, with the UK being the largest geographical region at **64%**, followed by Asia Pacific at **35%** FY 2023 Revenue by Segment and Geography | Category | Sub-Category | Revenue ($) | % of Total | | :--- | :--- | :--- | :--- | | **Segment** | B2B | 15,629,280 | 35% | | | B2C | 28,544,772 | 65% | | **Geography** | Asia Pacific | 15,629,280 | 35% | | | UK | 28,207,113 | 64% | | | Latin America | 337,659 | 1% | [Controls and Procedures](index=95&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES) Management concluded that the company's disclosure controls and procedures and internal control over financial reporting were effective as of October 31, 2023 - Management concluded that the company's disclosure controls and procedures were effective as of October 31, 2023[810](index=810&type=chunk) - Management concluded that the company's internal control over financial reporting was effective as of October 31, 2023[811](index=811&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=96&type=section&id=ITEM%2010.%20DIRECTORS%2C%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE) The company's Board includes independent directors and operates under a classified structure, with CEO Anthony Goodman holding majority voting control, while adhering to Nasdaq's independent committee requirements and having a Clawback Policy - The Board is classified, with directors serving staggered three-year terms, and includes three independent directors: Thomas E. McChesney, Murray G. Smith, and Philip Daniel Moyes[820](index=820&type=chunk)[874](index=874&type=chunk) - The company is a "controlled company" because CEO Anthony Brian Goodman controls a majority of the voting power, but it voluntarily maintains independent Audit, Compensation, and Nominating committees[865](index=865&type=chunk) - Adopted a Clawback Policy in September 2023 to comply with SEC rules, allowing for the recovery of erroneously awarded incentive-based compensation from executive officers in the event of a financial restatement[878](index=878&type=chunk)[880](index=880&type=chunk) [Executive Compensation](index=104&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION) Executive compensation for fiscal year 2023 consisted primarily of base salaries and superannuation contributions for the CEO and COO, with CFO Omar Jimenez receiving **$300,000** in consulting fees FY 2023 Named Executive Officer Compensation | Name and Principal Position | Salary ($) | All Other Compensation ($) | Total ($) | | :--- | :--- | :--- | :--- | | Anthony B. Goodman, CEO | 161,040 | 17,186 | 178,226 | | Weiting 'Cathy' Feng, COO | 134,200 | 14,322 | 148,522 | | Omar Jimenez, CFO | 300,000 | - | 300,000 | - As of year-end, CEO Anthony Goodman held **500,000** unvested RSUs and COO Weiting 'Cathy' Feng held **250,000** unvested RSUs, with vesting contingent on future performance metrics[895](index=895&type=chunk) - Employment agreements for the CEO and COO provide for severance payments upon termination without cause (**18 months' salary** for CEO, **6 months'** for COO) and enhanced payments (**3x base salary + bonus**) upon a change of control[904](index=904&type=chunk)[911](index=911&type=chunk) [Security Ownership and Equity Compensation Plans](index=109&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20STOCKHOLDER%20MATTERS.) As of January 17, 2024, CEO Anthony Brian Goodman beneficially owned **45.5%** of common stock and held **100%** of Series B Voting Preferred Stock, giving him **53.6%** total voting power, with **21.6 million** securities available for future issuance Beneficial Ownership of Key Individuals (as of Jan 17, 2024) | Name of Beneficial Owner | Common Stock Beneficially Owned | Percent of Common Stock | Total Voting Shares | Percent of Total Voting Shares | | :--- | :--- | :--- | :--- | :--- | | Anthony B. Goodman | 17,124,562 | 45.5% | 23,624,562 | 53.6% | | Weiting 'Cathy' Feng | 2,853,415 | 7.8% | 2,853,415 | 6.5% | | All directors and executive officers as a group (6 persons) | 20,477,374 | 54.4% | 26,817,374 | 60.8% | - CEO Anthony Goodman's voting control is primarily through his ownership of **1,000** shares of Series B Preferred Stock, which collectively hold **7,500,000** votes[926](index=926&type=chunk) - As of October 31, 2023, a total of **21,624,994** securities were available for future issuance under the company's approved equity compensation plans[930](index=930&type=chunk) [Principal Accountant Fees and Services](index=118&type=section&id=ITEM%2014.%20PRINCIPAL%20ACCOUNTING%20FEES%20AND%20SERVICES) The company's independent public accounting firm, M&K CPAS, PLLC, billed **$132,000** for audit services in FY2023, a decrease from FY2022, with all services pre-approved by the board of directors Accountant Fees | Fee Category | FY 2023 ($) | FY 2022 ($) | | :--- | :--- | :--- | | Audit Fees | 132,000 | 152,000 | | Audit Related Fees | - | 5,000 | | Tax Fees | - | 1,800 | | All Other Fees | - | - | | **Total** | **132,000** | **158,800** |

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 For the transition period from ______ to _______ Commission File Number 001-41326 Golden Matrix Group, Inc. (Exact name of registrant as specified in its charter) Nevada 46-1814729 (State or other jurisdiction of inc ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 For the transition period from ______ to _______ Commission File Number 001-41326 Golden Matrix Group, Inc. (Exact name of registrant as specified in its charter) Nevada 46-1814729 (State or other jurisdiction of in ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 For the transition period from ______ to _______ Commission File Number 001-41326 Golden Matrix Group, Inc. (Exact name of registrant as specified in its charter) Nevada 46-1814729 (State or other jurisdiction of ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________ FORM 10-K ____________________________ (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended October 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41326 Golden Matrix Group, Inc. (Exact name of registrant as specified in its charter) Nevada 46-1814729 (State or oth ...