Innovative engagement strategy positions Meridianbet as a leader in CSR within the betting and gaming industryOptimized brand loyalty as active customer participation in CSR strengthens connection and loyaltyScalable impact, as the model is designed for expansion and could be adapted to new markets, indicating potential for widespread adoption and growth Transforming Customers into Environmentalists and Humanitarians LAS VEGAS and VALLETTA, Malta, May 02, 2024 (GLOBE NEWSWIRE) -- Meridianbet's pioneering in ...

LAS VEGAS and VALLETTA, Malta, April 11, 2024 (GLOBE NEWSWIRE) -- Golden Matrix Group, Inc. (NASDAQ:GMGI) and Meridianbet Group, the newly consolidated entity in online gaming world, are honored to receive positive analysis from IPO Edge, a leading portal known for its insightful and credible financial analyses. The distinguished coverage highlighted the GMGI's acquisition of Meridianbet as having a significant potential to reshape the gaming landscape, focusing on the combined entity's strategic positionin ...

Unique proprietary techDominating with 57,400 pre-match and 53,257 live betting opportunities monthly, totaling 681,084 matches in 2023 aloneEmpty Bet - setting the company apart from competitorsMeridianbet to be acquired by the Golden Matrix Group Inc. ("GMG") (NASDAQ:GMGI), heralding a new chapter of expanded innovation and global presenceZero-compromise over UX: another reason behind successHigh level of ethical codeFocus on mobile app stability and speedPresence in 15+ markets      VALLETTA, Malta, Apri ...

[First Quarter 2024 Financial Highlights](index=1&type=section&id=First%20Quarter%202024%20Financial%20Highlights) [Q1 2024 Performance Overview](index=1&type=section&id=Q1%202024%20Performance%20Overview) Golden Matrix Group reported record Q1 FY2024 revenues of $11.84 million, a 10% YoY increase, achieving positive GAAP earnings and $1.19 million Adjusted EBITDA Revenue Contributions (Q1 FY2024) | Segment | Amount ($) | Percentage (%) | | :------ | :--------- | :------------- | | B2B | $4.62 million | 39% | | B2C | $7.22 million | 61% | | **Total** | **$11.84 million** | **100%** | Q1 FY2024 Key Financial Highlights | Metric | Q1 FY2024 ($) | Q1 FY2023 ($) | YoY Change | | :---------------- | :------------ | :------------ | :--------- | | Revenues | $11.84 million | $10.78 million | +10% | | Net Income (Loss) | $74,505 | $(443,521)$ | N/A | | Adjusted EBITDA | $1.19 million | N/A | N/A | - The company achieved positive GAAP earnings and adjusted EBITDA of almost **$1.2 million**, setting multiple records for highest ever quarterly results in Revenue, Total Assets, Shareholder Equity, and Cash-on-Hand[2](index=2&type=chunk) - Significant progress is being made towards closing the pending Meridian Bet acquisition, which is expected to boost top-line growth and profitability[3](index=3&type=chunk)[6](index=6&type=chunk) [Key Financial and Operational Metrics](index=1&type=section&id=Key%20Financial%20and%20Operational%20Metrics) The company demonstrated robust financial health with increased cash, assets, and equity, marking its 9th consecutive quarter of positive operating cash flow and growth in B2B and B2C user bases Financial Position (as of Jan 31, 2024) | Metric | Amount ($) | | :------------------ | :--------- | | Cash-on-hand | $17.29 million | | Current Assets | $24.19 million | | Total Assets | $37.1 million | | Working Capital | $19.5 million | | Current Ratio | 5.2:1 | | Shareholders' Equity| $32.15 million | - The company achieved its **9th consecutive quarter** generating positive cash flow from operations[6](index=6&type=chunk) - Operational Metrics (as of Jan 31, 2024): * B2B gaming platforms: **808 unique casino operations**, **8.3 million registered users** * RKings Competitions (B2C): Over **338,000 registered users** on its tournament platform * MEXPLAY (B2C regulated casino): **84,000 registered users**[6](index=6&type=chunk) [Company Overview](index=1&type=section&id=Company%20Overview) [Business Description](index=1&type=section&id=Business%20Description) Golden Matrix Group is an international B2B and B2C gaming technology company, developing proprietary platforms and operating high-volume eCommerce and regulated online casinos - Golden Matrix Group is an established B2B and B2C gaming technology company operating across multiple international markets[5](index=5&type=chunk) - The B2B division develops and licenses proprietary gaming platforms for its extensive list of clients[5](index=5&type=chunk) - The B2C division, RKings, operates a high-volume eCommerce site enabling end users to enter paid-for competitions on its proprietary platform in authorized markets, and MEXPLAY is a regulated online casino in Mexico[5](index=5&type=chunk) [Regulatory Compliance](index=2&type=section&id=Regulatory%20Compliance) The company strictly adheres to US law by automatically declining gaming or redemption requests originating from within the United States - The company's sophisticated software automatically declines any gaming or redemption requests from within the United States, in strict compliance with current US law[7](index=7&type=chunk) [Consolidated Financial Statements](index=4&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) As of January 31, 2024, total assets increased to $37.10 million, driven by current asset growth, with total liabilities slightly up and shareholders' equity reaching $32.15 million Consolidated Balance Sheet Highlights | Metric | Jan 31, 2024 ($) | Oct 31, 2023 ($) | Change ($) | | :------------------------ | :--------------- | :--------------- | :--------- | | Cash | $17,292,978 | $17,100,280 | +$192,698 | | Total Current Assets | $24,194,465 | $22,852,676 | +$1,341,789 | | Total Assets | $37,097,153 | $35,582,817 | +$1,514,336 | | Total Current Liabilities | $4,693,335 | $4,479,423 | +$213,912 | | Total Liabilities | $4,950,412 | $4,479,423 | +$470,989 | | Total Shareholders' Equity| $32,146,741 | $31,103,394 | +$1,043,347 | [Consolidated Statements of Operations and Comprehensive Income (Loss)](index=5&type=section&id=Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income%20%28Loss%29) For Q1 2024, total revenues increased 10% YoY to $11.84 million, resulting in a net income of $74,505, a significant improvement from the prior-year net loss Consolidated Statements of Operations Highlights (Three Months Ended Jan 31) | Metric | 2024 ($) | 2023 ($) | YoY Change | | :-------------------------------- | :----------- | :----------- | :--------- | | Total Revenues | $11,843,882 | $10,777,679 | +10% | | Cost of Goods Sold | $(8,468,622)$ | $(8,334,645)$ | +1.6% | | Gross Profit | $3,375,260 | $2,443,034 | +38.1% | | Total Operating Expenses | $3,096,056 | $2,771,989 | +11.7% | | Net Income (Loss) | $74,505 | $(443,521)$ | N/A | | Comprehensive Income (Loss) | $272,396 | $(291,262)$ | N/A | Earnings Per Share (Three Months Ended Jan 31) | Metric | 2024 ($) | 2023 ($) | | :----- | :------- | :------- | | Basic | $0.00 | $(0.01)$ | | Diluted| $0.00 | $(0.01)$ | [Reconciliation of Net Income to Adjusted EBITDA](index=6&type=section&id=Reconciliation%20of%20Net%20Income%20to%20Adjusted%20EBITDA) Q1 2024 Adjusted EBITDA reached $1.19 million, a significant increase from $0.89 million in the prior-year quarter, after adjusting for non-cash items and other expenses Adjusted EBITDA Reconciliation (Three Months Ended Jan 31) | Item | 2024 ($) | 2023 ($) | | :------------------------ | :----------- | :----------- | | Net income (loss) | $74,505 | $(443,521)$ | | + Interest expense | $600 | $998 | | - Interest income | $(39,264)$ | $(11,905)$ | | + Taxes | $262,180 | $145,686 | | + Depreciation | $9,894 | $9,897 | | + Amortization | $111,546 | $106,666 | | **EBITDA** | **$419,461** | **$(192,179)$** | | + Stock-based compensation| $770,951 | $1,081,784 | | **Adjusted EBITDA** | **$1,190,412** | **$889,605** | [Non-GAAP Financial Measures Explanation](index=2&type=section&id=Non-GAAP%20Financial%20Measures%20Explanation) [Definition and Limitations of Adjusted EBITDA](index=2&type=section&id=Definition%20and%20Limitations%20of%20Adjusted%20EBITDA) Adjusted EBITDA is a non-GAAP measure, excluding interest, taxes, depreciation, amortization, and stock-based compensation, serving as a supplemental performance indicator with inherent limitations, not a GAAP substitute - Adjusted EBITDA is a non-GAAP financial measure presented as a supplemental measure of the Company's performance, not in accordance with GAAP[8](index=8&type=chunk) - It represents net income (loss) before interest, taxes, depreciation and amortization, and also excludes stock-based compensation expense[8](index=8&type=chunk) - Adjusted EBITDA has limitations as an analytical tool, does not reflect cash expenditures or requirements for working capital, debt service, or asset replacement, and should not be considered in isolation or as a substitute for GAAP results[8](index=8&type=chunk) [FORWARD-LOOKING STATEMENTS](index=2&type=section&id=FORWARD-LOOKING%20STATEMENTS) [Disclaimer and Risk Factors](index=2&type=section&id=Disclaimer%20and%20Risk%20Factors) This section contains forward-looking statements subject to risks and uncertainties, including the Meridian Bet acquisition, regulatory approvals, and economic conditions, cautioning investors against undue reliance - This press release contains forward-looking statements identified by words such as 'strategy,' 'expects,' 'continues,' 'plans,' 'anticipates,' 'believes,' 'would,' 'will,' 'estimates,' 'intends,' 'projects,' 'goals,' 'targets' and other words of similar meaning[9](index=9&type=chunk) - Actual results and outcomes may differ materially due to important factors, including the ability to close the Meridian Bet Purchase Agreement, regulatory and other approvals, funding requirements, and general business, economic, and political conditions[10](index=10&type=chunk)[11](index=11&type=chunk) - The company cautions against undue reliance on these statements and undertakes no obligation to update them after the release date, except as required by applicable law[13](index=13&type=chunk) [Additional Information and Legal Disclosures](index=3&type=section&id=Additional%20Information%20and%20Legal%20Disclosures) [Proxy Solicitation and SEC Filings](index=3&type=section&id=Additional%20Information%20and%20Where%20to%20Find%20It) This communication is not a vote solicitation but directs investors to the definitive proxy statement filed with the SEC for shareholder approval of the Meridian Bet acquisition and related share issuance - This communication does not constitute a solicitation of any vote, proxy, or approval in connection with the Purchase Agreement or related transactions[14](index=14&type=chunk) - GMGI filed a definitive proxy statement with the SEC to seek shareholder approval for the Purchase Agreement and the issuance of shares of common stock in connection with the Purchase Agreement[14](index=14&type=chunk) - Investors and security holders are urged to read the definitive proxy statement and any other relevant documents filed or to be filed with the SEC, available free of charge through www.sec.gov or GMGI's investor relations website[14](index=14&type=chunk)[15](index=15&type=chunk) [Participants in the Solicitation](index=4&type=section&id=Participants%20in%20the%20Solicitation) The company's directors, executive officers, and Meridian Bet Group sellers may be deemed participants in the proxy solicitation, with interest details provided in the definitive proxy statement - The Company and certain of its respective directors and executive officers may be deemed to be participants in the solicitation of proxies from GMGI shareholders[16](index=16&type=chunk) - The sellers, Meridian Bet Group, and their respective directors, managers, and executive officers may also be deemed participants in the solicitation of proxies[17](index=17&type=chunk) - Information regarding their direct and indirect interests will be contained in the definitive proxy statement when it becomes available[17](index=17&type=chunk)[18](index=18&type=chunk) [No Offer or Solicitation](index=4&type=section&id=No%20Offer%20or%20Solicitation) This communication is for informational purposes only, not a proxy statement or securities offer, and no unlawful sale, issuance, or transfer of securities will occur - This communication is for informational purposes only and is not intended to constitute a proxy statement or the solicitation of a proxy, consent or authorization[19](index=19&type=chunk) - It is not intended to constitute an offer to sell or the solicitation of an offer to sell or buy any securities[19](index=19&type=chunk) - There shall be no sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification[19](index=19&type=chunk)

[PART I. FINANCIAL INFORMATION](index=2&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents unaudited consolidated financial statements, management's discussion, market risk, and internal controls [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents Golden Matrix Group's unaudited consolidated financial statements for Q1 2024 and 2023, including detailed notes [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) This section details the company's financial position, including assets, liabilities, and equity for Q1 2024 and FY2023 Balance Sheet Metrics | Metric | January 31, 2024 ($) | October 31, 2023 ($) | | :----------------------------- | :--------------- | :--------------- | | Total Assets | $37,097,153 | $35,582,817 | | Total Liabilities | $4,950,412 | $4,479,423 | | Total Shareholders' Equity | $32,146,741 | $31,103,394 | | Cash | $17,292,978 | $17,100,280 | | Goodwill | $10,381,710 | $10,381,710 | [Consolidated Statements of Operations and Comprehensive Income](index=4&type=section&id=Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income) This section details financial performance, including revenues, gross profit, net income, and comprehensive income for Q1 2024 and 2023 Operations and Comprehensive Income Metrics | Metric | Three Months Ended Jan 31, 2024 ($) | Three Months Ended Jan 31, 2023 ($) | | :------------------------------------ | :------------------------------ | :------------------------------ | | Total Revenues | $11,843,882 | $10,777,679 | | Gross Profit | $3,375,260 | $2,443,034 | | Net Income (Loss) | $74,505 | $(443,521) | | Basic Net Income (Loss) Per Share | $0.00 | $(0.01) | | Diluted Net Income (Loss) Per Share | $0.00 | $(0.01) | | Comprehensive Income (Loss) | $272,396 | $(291,262) | [Consolidated Statement of Shareholders' Equity](index=4&type=section&id=Consolidated%20Statement%20of%20Shareholders%27%20Equity) This section outlines changes in shareholders' equity, including common stock, paid-in capital, and accumulated deficit Shareholders' Equity Metrics | Metric | January 31, 2024 ($) | January 31, 2023 ($) | | :----------------------------- | :--------------- | :--------------- | | Total Shareholders' Equity | $32,146,741 | $30,516,389 | | Common Stock Shares Outstanding | 36,615,932 | 36,099,526 | | Additional Paid-in Capital | $57,794,735 | $55,690,495 | | Accumulated Deficit | $(25,773,092) | $(25,118,368) | [Consolidated Statements of Cash Flow](index=5&type=section&id=Consolidated%20Statements%20of%20Cash%20Flow) This section presents cash flows from operating, investing, and financing activities for Q1 2024 and 2023 Cash Flow Metrics | Metric | Three Months Ended Jan 31, 2024 ($) | Three Months Ended Jan 31, 2023 ($) | | :-------------------------------- | :------------------------------ | :------------------------------ | | Net Cash Provided by Operating Activities | $8,175 | $401,653 | | Net Cash Used in Investing Activities | $(1,511) | $(60,923) | | Net Cash Provided by Financing Activities | $0 | $0 | | Net Increase in Cash | $192,698 | $474,224 | | Cash at End of Quarter | $17,292,978 | $15,423,897 | [Notes to the Consolidated Financial Statements](index=6&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This section provides detailed explanations of accounting policies, significant estimates, and specific financial line items - The notes clarify the company's business segments (B2B and B2C), **revenue** recognition policies, and the impact of acquisitions like RKings and GMG Assets on operations[32](index=32&type=chunk)[34](index=34&type=chunk)[47](index=47&type=chunk) - Significant estimates are made for contingent liabilities, stock-based compensation, and collectability of **accounts receivable**[48](index=48&type=chunk) - The company is actively pursuing funding for the Meridian Purchase Agreement, which involves substantial **cash** and **equity consideration**[42](index=42&type=chunk)[265](index=265&type=chunk) [NOTE 1 - BASIS OF PRESENTATION AND ACCOUNTING POLICIES](index=6&type=section&id=NOTE%201%20-%20BASIS%20OF%20PRESENTATION%20AND%20ACCOUNTING%20POLICIES) This note outlines business segments, revenue recognition methods, and accounting policies for business combinations - Golden Matrix Group operates in two segments: B2B (SaaS for online casino/sports betting, primarily Asia Pacific) and B2C (pay-to-enter prize competitions in UK via RKings, online casino in Mexico via Mexplay)[32](index=32&type=chunk)[33](index=33&type=chunk)[34](index=34&type=chunk)[35](index=35&type=chunk) - **Revenue** recognition follows FASB Topic 606, with distinct methods for software usage, third-party content royalties, prize competition ticket sales, and online casino operations[59](index=59&type=chunk)[60](index=60&type=chunk)[61](index=61&type=chunk)[62](index=62&type=chunk)[64](index=64&type=chunk) - The company uses the acquisition method for business combinations, recognizing identifiable **assets** and **liabilities** at fair value and expensing acquisition-related costs[47](index=47&type=chunk) [NOTE 2 – ACCOUNTS RECEIVABLE, NET](index=11&type=section&id=NOTE%202%20%E2%80%93%20ACCOUNTS%20RECEIVABLE%2C%20NET) This note details net accounts receivable and related collection matters Accounts Receivable, Net | Metric | January 31, 2024 ($) | October 31, 2023 ($) | | :----------------------- | :--------------- | :--------------- | | Accounts Receivable, net | $4,031,349 | $3,551,383 | - **$20,492** is still outstanding from Citibank due to erroneously posted ACH transfers[84](index=84&type=chunk) - No allowance for doubtful **accounts** was recorded for both periods[85](index=85&type=chunk) [NOTE 3 – ACCOUNTS RECEIVABLE – RELATED PARTY](index=11&type=section&id=NOTE%203%20%E2%80%93%20ACCOUNTS%20RECEIVABLE%20%E2%80%93%20RELATED%20PARTY) This note provides information on related party accounts receivable balances Accounts Receivable – Related Parties | Metric | January 31, 2024 ($) | October 31, 2023 ($) | | :------------------------------------ | :--------------- | :--------------- | | Accounts Receivable – Related Parties | $296,472 | $331,246 | [NOTE 4 – PREPAID EXPENSES](index=11&type=section&id=NOTE%204%20%E2%80%93%20PREPAID%20EXPENSES) This note details prepaid expenses, including gaming license fee prepayments Prepaid Expenses | Metric | January 31, 2024 ($) | October 31, 2023 ($) | | :-------------------------- | :--------------- | :--------------- | | Total Prepaid Expenses | $142,992 | $103,271 | | Prepayment for Gaming License Fee | $56,194 | $8,528 | [NOTE 5 – SHORT-TERM DEPOSITS](index=11&type=section&id=NOTE%205%20%E2%80%93%20SHORT-TERM%20DEPOSITS) This note describes short-term deposits and related office lease renewals Short-term Deposits | Metric | January 31, 2024 ($) | October 31, 2023 ($) | | :----------------- | :--------------- | :--------------- | | Short-term Deposit | $53,838 | $51,971 | - The office lease in Australia was renewed for an additional **3 years** on December 11, 2023[89](index=89&type=chunk) [NOTE 6 – ACQUISITIONS](index=11&type=section&id=NOTE%206%20%E2%80%93%20ACQUISITIONS) This note details GMG Assets and RKings acquisitions, including financial contributions and consideration - The company acquired **100%** of GMG Assets (effective Aug 1, 2022) for **£25,000** (approximately **$30,708**) to facilitate RKings' operations[92](index=92&type=chunk) GMG Assets Contribution (3 months ended Jan 31, 2024) | Metric | ($) | | :------------------------------------------------ | :---------- | | Revenues | $1,330,351 | | Net Income | $73,947 | - The company completed the acquisition of **100%** of RKings by November 4, 2022, with a total **consideration** paid through January 31, 2024, of **$10,896,960**[96](index=96&type=chunk)[97](index=97&type=chunk) RKings Contribution (3 months ended Jan 31, 2024) | Metric | ($) | | :------------------------------------------------ | :---------- | | Revenues | $5,688,657 | | Net Income | $632,592 | [NOTE 7 – INTANGIBLE ASSETS – SOFTWARE PLATFORM, WEBSITE DEVELOPMENT COSTS, TRADEMARKS AND NON-COMPETE AGREEMENTS](index=12&type=section&id=NOTE%207%20%E2%80%93%20INTANGIBLE%20ASSETS%20%E2%80%93%20SOFTWARE%20PLATFORM%2C%20WEBSITE%20DEVELOPMENT%20COSTS%2C%20TRADEMARKS%20AND%20NON-COMPETE%20AGREEMENTS) This note outlines intangible assets, their amortization, and related development costs Intangible Assets | Metric | January 31, 2024 ($) | October 31, 2023 ($) | | :-------------------------------- | :--------------- | :--------------- | | Net Definite-Lived Intangible Assets | $2,145,137 | $2,245,341 | Amortization Expenses | Metric | ($) | | :-------------------------------- | :--------------- | | Three Months Ended Jan 31, 2024 | $111,546 | | Three Months Ended Jan 31, 2023 | $106,666 | - Website development costs for RKings' and Mexplay's websites were capitalized and amortized over **3 years**[105](index=105&type=chunk) - Trademarks (**$2,000,000**) are amortized over **10 years**, and non-compete agreements (**$600,000**) over **5 years**[106](index=106&type=chunk) [NOTE 8 – ACCOUNTS PAYABLE – RELATED PARTIES](index=13&type=section&id=NOTE%208%20%E2%80%93%20ACCOUNTS%20PAYABLE%20%E2%80%93%20RELATED%20PARTIES) This note provides information on related party accounts payable balances Accounts Payable – Related Parties | Metric | January 31, 2024 ($) | October 31, 2023 ($) | | :----------------------------- | :--------------- | :--------------- | | Accounts Payable – Related Parties | $3,627 | $12,921 | [NOTE 9 – DEFERRED REVENUES](index=13&type=section&id=NOTE%209%20%E2%80%93%20DEFERRED%20REVENUES) This note details deferred revenue balances Deferred Revenues | Metric | January 31, 2024 ($) | October 31, 2023 ($) | | :--------------- | :--------------- | :--------------- | | Deferred Revenues | $130,560 | $108,106 | [NOTE 10 – CUSTOMER DEPOSITS](index=13&type=section&id=NOTE%2010%20%E2%80%93%20CUSTOMER%20DEPOSITS) This note outlines customer deposit balances for B2B and B2C segments Customer Deposits | Metric | January 31, 2024 ($) | October 31, 2023 ($) | | :------------------------------------ | :--------------- | :--------------- | | Total Customer Deposits | $291,238 | $348,620 | | B2B Segment Deposits | $268,266 | $328,417 | | B2C Segment (Mexico) User Account Balances | $22,972 | $20,203 | [NOTE 11 – RELATED PARTY TRANSACTIONS](index=13&type=section&id=NOTE%2011%20%E2%80%93%20RELATED%20PARTY%20TRANSACTIONS) This note details related party transactions, including executive compensation and affiliated agreements - CEO Anthony Brian Goodman's base **salary** increased to **$174,240** (effective Sep 1, 2023), and **125,000 RSUs** vested on Jan 17, 2024[116](index=116&type=chunk)[117](index=117&type=chunk) - COO Weiting 'Cathy' Feng's base **salary** increased to **$145,200** (effective Sep 1, 2023), and **62,500 RSUs** vested on Jan 17, 2024[120](index=120&type=chunk) Revenues from Articulate Pty Ltd (Related Party) | Metric | ($) | | :---------------------------------------------- | :--------------- | | Three Months Ended Jan 31, 2024 | $65,226 | | Three Months Ended Jan 31, 2023 | $186,643 | - The company entered into a Software License Agreement with Elray Resources Inc. (where CEO and COO also serve as officers) effective Dec 1, 2022, with operations becoming fully integrated and operational as of Jan 16, 2024. No **revenues** from Elray were recorded for the periods presented[142](index=142&type=chunk)[150](index=150&type=chunk)[151](index=151&type=chunk) [NOTE 12 - EQUITY](index=16&type=section&id=NOTE%2012%20-%20EQUITY) This note details equity, including common stock, stock options, RSUs, and share repurchase programs Common Stock Shares Outstanding | Metric | January 31, 2024 | October 31, 2023 | | :----------------------------- | :--------------- | :--------------- | | Common Stock Shares Outstanding | 36,615,932 | 36,162,932 | Compensation Cost Related to Stock Options | Metric | ($) | | :--------------------------------------- | :--------------- | | Three Months Ended Jan 31, 2024 | $61,679 | | Three Months Ended Jan 31, 2023 | $132,525 | Compensation Cost Related to RSUs (Related Parties) | Metric | ($) | | :------------------------------------------------ | :--------------- | | Three Months Ended Jan 31, 2024 | $515,281 | | Three Months Ended Jan 31, 2023 | $510,425 | RSU Activity | Metric | RSUs | | :-------------------------- | :--------------- | | RSUs Outstanding (Oct 31, 2023) | 2,082,000 | | RSUs Forfeited | (341,500) | | RSUs Vested | (453,000) | | RSUs Outstanding (Jan 31, 2024) | 1,287,500 | - A **common stock repurchase program** approved on March 29, 2023, for up to **$2 million**, expired on September 29, 2023, with **14,594 shares** purchased and subsequently cancelled[184](index=184&type=chunk)[187](index=187&type=chunk)[188](index=188&type=chunk) [NOTE 13 – SEGMENT REPORTING AND GEOGRAPHIC INFORMATION](index=19&type=section&id=NOTE%2013%20%E2%80%93%20SEGMENT%20REPORTING%20AND%20GEOGRAPHIC%20INFORMATION) This note presents revenues, COGS, and long-lived assets by business segment and geographic region Revenues by Segment (3 months ended Jan 31, 2024) | Metric | ($) | | :---------------------------------------------- | :--------------- | | B2B | $4,620,710 (39%) | | B2C | $7,223,172 (61%) | Revenues by Geographic Region (3 months ended Jan 31, 2024) | Metric | ($) | | :------------------------------------------------------ | :--------------- | | Asia Pacific | $4,620,710 (39%) | | UK | $7,019,008 (59%) | | Latin America | $204,164 (2%) | COGS by Segment (3 months ended Jan 31, 2024) | Metric | ($) | | :------------------------------------------ | :--------------- | | B2B | $3,237,072 (38%) | | B2C | $5,231,550 (62%) | COGS by Geographic Region (3 months ended Jan 31, 2024) | Metric | ($) | | :---------------------------------------------------- | :--------------- | | Asia Pacific | $3,237,072 (38%) | | UK | $5,205,021 (61%) | | Latin America | $26,529 (1%) | Long-lived Assets (as of Jan 31, 2024) | Metric | ($) | | :-------------------- | :--------------- | | Asia Pacific | $384,489 | | UK | $12,316,210 | | Latin America | $201,989 | [NOTE 14 – INCOME TAXES](index=20&type=section&id=NOTE%2014%20%E2%80%93%20INCOME%20TAXES) This note details income tax provision, UK tax payable, and US/Mexico tax positions Provision for Income Taxes | Metric | ($) | | :-------------------------------- | :--------------- | | Three Months Ended Jan 31, 2024 | $262,180 | | Three Months Ended Jan 31, 2023 | $145,686 | UK Income Tax Payable | Metric | ($) | | :-------------------- | :--------------- | | January 31, 2024 | $664,444 | | October 31, 2023 | $476,485 | - UK operations (RKings and GMG Assets) are subject to a statutory **tax rate** of approximately **25%** of **net income**[198](index=198&type=chunk) - US operations have sufficient net operating losses to offset current **net income**, resulting in **$0** tax liability[195](index=195&type=chunk)[197](index=197&type=chunk) - Mexico operations (Golden Matrix MX) commenced **revenue** generation in March 2023 and had no **income tax expense** for the period[202](index=202&type=chunk)[204](index=204&type=chunk) [NOTE 15 - COMMITMENTS AND CONTINGENCIES](index=20&type=section&id=NOTE%2015%20-%20COMMITMENTS%20AND%20CONTINGENCIES) This note outlines commitments and contingencies, including an acquisition holdback dispute and operating lease liabilities - The company is in a dispute with Mr. Paul Hardman regarding a **$636,650 holdback amount** from the RKings acquisition, which is accrued as a **liability**[208](index=208&type=chunk) Operating Lease Commitments | Metric | ($) | | :-------------------------------- | :--------------- | | Operating Lease Right-of-Use Asset (Jan 31, 2024) | $335,702 | | Operating Lease Right-of-Use Asset (Oct 31, 2023) | $56,643 | | Current Operating Lease Liability (Jan 31, 2024) | $81,086 | | Current Operating Lease Liability (Oct 31, 2023) | $59,089 | | Non-current Operating Lease Liability (Jan 31, 2024) | $257,077 | | Non-current Operating Lease Liability (Oct 31, 2023) | $0 | [NOTE 16 - MERIDIAN PURCHASE AGREEMENT](index=21&type=section&id=NOTE%2016%20-%20MERIDIAN%20PURCHASE%20AGREEMENT) This note details the Meridian acquisition, including consideration, closing conditions, and post-acquisition ownership - The company is acquiring **100%** of Meridian Companies, which operate online sports betting and casino in over **15 jurisdictions** across Europe, Africa, and Central and South America[216](index=216&type=chunk) - Total **consideration** includes **$30 million** cash (up to **$20M** from Meridian's **cash** on hand), **82,141,857** restricted common **shares** (**$3.00/share**), **1,000** Series C Voting Preferred Stock, **$5 million** cash + **5 million** restricted **shares** (contingent), **$20 million** cash (deferred), and **$15 million** in promissory notes[217](index=217&type=chunk) - The required closing date for the Meridian Purchase Agreement was extended from March 31, 2024, to June 30, 2024[228](index=228&type=chunk) - Upon closing, Meridian Sellers will collectively own approximately **70%** of the company's outstanding common stock and **67%** of voting **shares**[224](index=224&type=chunk) [NOTE 17 – SUBSEQUENT EVENTS](index=22&type=section&id=NOTE%2017%20%E2%80%93%20SUBSEQUENT%20EVENTS) This note describes significant events after the reporting period, specifically RSU grants - On February 14, 2024, **146,400 RSUs** were granted to employees and consultants, subject to continued service through vesting dates[229](index=229&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition, results of operations, and cash flows for Q1 2024 versus prior year [General Information](index=23&type=section&id=General%20Information) This section provides context for financial discussion, including forward-looking statements and market data - The discussion should be read in conjunction with the 2023 Annual Report on Form 10-K and includes forward-looking statements subject to risks[230](index=230&type=chunk)[231](index=231&type=chunk) - Market data and statistical information are based on independent industry publications, believed to be reliable, but estimates involve assumptions and uncertainties[234](index=234&type=chunk) [Overview](index=24&type=section&id=Overview) This section summarizes business segments, operational highlights, growth strategies, and financing needs - The company operates in B2B (SaaS for iGaming, Asia Pacific) and B2C (UK prize competitions, Mexico online casino)[239](index=239&type=chunk)[240](index=240&type=chunk) - As of Jan 31, 2024, B2B systems had over **8.3 million** registered players and **808+** unique casino/live game operations[242](index=242&type=chunk) - As of Jan 31, 2024, RKings (UK B2C) had over **338,000** registered users, and Mexplay (Mexico B2C) had over **84,000** registered users, generating **$204,164** in **revenues** for the quarter[244](index=244&type=chunk) - Key growth strategies include expanding global reach, investing in sales/marketing for new markets (Africa, Latin America, US), diversifying prizes, developing proprietary gaming content, and pursuing synergistic acquisitions like Meridian[250](index=250&type=chunk)[260](index=260&type=chunk) - The company is self-sustaining but may need **equity** or debt financing for strategic acquisitions, particularly the Meridian Purchase Agreement[246](index=246&type=chunk)[253](index=253&type=chunk)[256](index=256&type=chunk) [Results of Operations](index=27&type=section&id=Results%20of%20Operations) This section analyzes the company's revenues, costs of goods sold, gross profit, and expenses for the reporting period - The company achieved **net income** of **$74,505** for the three months ended January 31, 2024, a significant improvement from a **net loss** of **$(443,521)** in the prior year[308](index=308&type=chunk) - **Gross profit** increased by **$932,226**, driven by an accrued **liability** adjustment and higher **margins** in the B2C segment[296](index=296&type=chunk) - **General and administrative expenses** increased due to higher **payroll costs** and **operating expenses** for Mexplay's marketing and transaction fees[300](index=300&type=chunk) [Revenues](index=27&type=section&id=Revenues) This section details revenue streams by category, explaining changes compared to the prior year Revenue by Category | Revenue Category | Three Months Ended Jan 31, 2024 ($) | Three Months Ended Jan 31, 2023 ($) | Change ($) | | :-------------------------------------- | :------------------------------ | :------------------------------ | :------- | | Total Revenues | $11,843,882 | $10,777,679 | +$1,066,203 | | B2B IP Gaming Revenues | $68,099 | $189,381 | -$121,282 | | B2B Reselling Gaming Content Revenues | $4,552,611 | $4,035,076 | +$517,535 | | B2C Prize Competition Revenues | $7,019,008 | $6,553,222 | +$465,786 | | B2C Online Casino in Mexico Revenues | $204,164 | $0 | +$204,164 | - The decrease in B2B IP gaming **revenues** is due to the company focusing on appointing more resellers of third-party gaming content and reducing its reliance on related parties[276](index=276&type=chunk) - The increase in B2B reselling gaming content **revenues** is partly due to a **$639,895** adjustment of an accrued **liability**[278](index=278&type=chunk) - B2C prize competition **revenues** increased due to the introduction of an expanded tournament platform at RKings[285](index=285&type=chunk) - B2C online casino in Mexico **revenues** are new, as Mexplay became operational in March 2023[286](index=286&type=chunk) [Costs of goods sold](index=28&type=section&id=Costs%20of%20goods%20sold) This section analyzes cost of goods sold by category, explaining changes compared to the prior year Cost of Goods Sold by Category | COGS Category | Three Months Ended Jan 31, 2024 ($) | Three Months Ended Jan 31, 2023 ($) | Change ($) | | :-------------------------------------- | :------------------------------ | :------------------------------ | :------- | | Total Cost of Goods Sold | $8,468,622 | $8,334,645 | +$133,977 | | B2B Amortization of Consultants Options | $49,651 | $120,054 | -$70,403 | | B2B COGS from Reselling Gaming Content | $3,187,421 | $3,081,356 | +$106,065 | | B2C COGS for Prizes | $5,205,021 | $5,133,235 | +$71,786 | | B2C COGS for Online Casino in Mexico | $26,529 | $0 | +$26,529 | - The decrease in B2B **amortization** of consultant **options** is due to certain **stock options** being fully amortized in prior fiscal years[289](index=289&type=chunk) - The increase in B2B **COGS** from reselling gaming content is attributed to increased diversity and usage of gaming content via the company's GM-Ag system[290](index=290&type=chunk) - The increase in B2C **COGS** for prizes is mainly attributable to the increase in **revenues** from GMG Assets[293](index=293&type=chunk) - B2C **COGS** for the online casino in Mexico is new, as the casino was not operational in the prior period[294](index=294&type=chunk) [Gross Profit and Gross Profit Margin](index=30&type=section&id=Gross%20Profit%20and%20Gross%20Profit%20Margin) This section discusses gross profit and gross profit margin, highlighting key change drivers Gross Profit and Margin Analysis | Metric | Three Months Ended Jan 31, 2024 ($) | Three Months Ended Jan 31, 2023 ($) | Change (%) | | :----------------- | :------------------------------ | :------------------------------ | :------- | | Gross Profit | $3,375,260 | $2,443,034 | +$932,226 | | Gross Profit Margin | 28% | 23% | +5% | | B2B Gross Profit Margin | 30% | 24% | +6% | | B2C Gross Profit Margin | 28% | 22% | +6% | - The increase in **gross profit** and **margin** is mainly due to an accrued **liability** adjustment in the B2B segment and the introduction of higher-margin tournaments in the B2C segment[296](index=296&type=chunk)[297](index=297&type=chunk) [General and administrative expenses](index=30&type=section&id=General%20and%20administrative%20expenses) This section details general and administrative expenses, explaining changes compared to the prior year General and Administrative Expenses | Metric | Three Months Ended Jan 31, 2024 ($) | Three Months Ended Jan 31, 2023 ($) | Change ($) | | :-------------------------------- | :------------------------------ | :------------------------------ | :------- | | General and Administrative Expenses | $2,336,792 | $2,037,295 | +$299,497 | - The increase is mainly due to increased **payroll costs** of **$54,906** in the B2B segment and increased **operating expenses** of **$256,986** for Mexplay operations (marketing, payment gateway transaction fees, accounting service fees)[300](index=300&type=chunk) [General and administrative expenses – Related parties](index=30&type=section&id=General%20and%20administrative%20expenses%20%E2%80%93%20Related%20parties) This section details G&A expenses involving related parties, including stock-based compensation and salaries General and Administrative Expenses – Related Parties | Metric | Three Months Ended Jan 31, 2024 ($) | Three Months Ended Jan 31, 2023 ($) | | :------------------------------------------ | :------------------------------ | :------------------------------ | | General and Administrative Expenses – Related Parties | $759,264 | $734,694 | | Stock-based Compensation (Related Parties) | $527,309 | $510,425 | | Consulting and Salary Expenses (Related Parties) | $231,955 | $211,798 | - The increase in consulting and **salary expenses** was mainly due to increases in **salaries** to the company's directors and officers[302](index=302&type=chunk) [Interest expense](index=30&type=section&id=Interest%20expense) This section reports interest expense for the three months ended January 31, 2024 and 2023 Interest Expense | Metric | Three Months Ended Jan 31, 2024 ($) | Three Months Ended Jan 31, 2023 ($) | | :--------------- | :------------------------------ | :------------------------------ | | Interest Expense | $600 | $998 | [Interest income](index=30&type=section&id=Interest%20income) This section reports interest income for the three months ended January 31, 2024 and 2023 Interest Income | Metric | Three Months Ended Jan 31, 2024 ($) | Three Months Ended Jan 31, 2023 ($) | | :------------- | :------------------------------ | :------------------------------ | | Interest Income | $39,264 | $11,905 | [Foreign exchange gain](index=30&type=section&id=Foreign%20exchange%20gain) This section reports foreign exchange gain for the three months ended January 31, 2024 and 2023 Foreign Exchange Gain | Metric | Three Months Ended Jan 31, 2024 ($) | Three Months Ended Jan 31, 2023 ($) | | :----------------- | :------------------------------ | :------------------------------ | | Foreign Exchange Gain | $18,817 | $20,213 | [Provision for income taxes](index=30&type=section&id=Provision%20for%20income%20taxes) This section details income tax provision, explaining changes and segment-specific tax positions Provision for Income Taxes | Metric | Three Months Ended Jan 31, 2024 ($) | Three Months Ended Jan 31, 2023 ($) | Change ($) | | :------------------------ | :------------------------------ | :------------------------------ | :------- | | Provision for Income Taxes | $262,180 | $145,686 | +$116,494 | - The increase is primarily due to higher UK **gross profits** in the B2C segment[306](index=306&type=chunk) - No **income tax provision** for the B2B segment due to operating losses carried forward[306](index=306&type=chunk) [Net income (loss) attributable to the Company](index=30&type=section&id=Net%20income%20%28loss%29%20attributable%20to%20the%20Company) This section reports net income or loss, explaining primary factors contributing to the change Net Income (Loss) Attributable to the Company | Metric | Three Months Ended Jan 31, 2024 ($) | Three Months Ended Jan 31, 2023 ($) | Change ($) | | :------------------------------------------ | :------------------------------ | :------------------------------ | :------- | | Net Income (Loss) Attributable to the Company | $74,505 | $(443,521) | +$518,026 | - The increase is primarily due to a **$932,226** increase in **gross profit**, partially offset by a **$299,497** increase in G&A **expenses** and a **$116,494** increase in **income taxes**[308](index=308&type=chunk) [Liquidity and Capital Resources](index=31&type=section&id=Liquidity%20and%20Capital%20Resources) This section assesses cash position, working capital, and funding for operations and strategic acquisitions Liquidity and Capital Resources Metrics | Metric | January 31, 2024 ($) | October 31, 2023 ($) | | :---------------------- | :--------------- | :--------------- | | Cash | $17,292,978 | $17,100,280 | | Working Capital | $19,501,130 | $18,373,253 | - The company is self-sustaining through operations and believes current **cash flows** are sufficient for **working capital** for the next **12 months** and beyond, excluding the Meridian acquisition[312](index=312&type=chunk) - The Meridian Purchase Agreement requires **$70 million** in total, with an initial **$30 million** cash payment at closing (up to **$20 million** potentially from Meridian's **cash** on hand), necessitating external funding through debt or **equity**[261](index=261&type=chunk)[265](index=265&type=chunk) - A contested **holdback payment** of approximately **$636,650** related to the RKings acquisition is accrued as a **liability** but is expected to be met without burdening the company[263](index=263&type=chunk)[314](index=314&type=chunk) [Critical Accounting Policies and Estimates](index=32&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section discusses critical accounting policies and estimates, noting any material changes - No material changes to critical accounting policies and estimates since the October 31, 2023, Form 10-K[325](index=325&type=chunk) - Key estimates include bad debts, accrued **liabilities**, **goodwill**, and contingencies[325](index=325&type=chunk) - Foreign currency translation adjustments are recognized in accumulated other comprehensive income (loss) in **equity**, while realized foreign currency translation adjustments are in other income[325](index=325&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=32&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Golden Matrix Group, Inc. is not required to provide quantitative and qualitative disclosures about market risk - The company is not required to provide quantitative and qualitative disclosures about market risk as it is a 'smaller reporting company'[326](index=326&type=chunk) [Item 4. Controls and Procedures](index=32&type=section&id=Item%204.%20Controls%20and%20Procedures) The company's CEO and CFO concluded that disclosure controls and procedures were effective as of January 31, 2024, with no material changes in internal control over financial reporting during the quarter - The CEO and CFO evaluated the effectiveness of the company's disclosure controls and procedures as of January 31, 2024, and concluded they were effective[327](index=327&type=chunk) - There have been no material changes in internal control over financial reporting during the three months ended January 31, 2024[328](index=328&type=chunk) [PART II. OTHER INFORMATION](index=33&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, equity sales, defaults, mine safety, other information, and exhibits [Item 1. Legal Proceedings](index=33&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently a party to any material legal proceedings and is unaware of any contemplated against it, believing that any current proceedings will not materially adversely affect its financial position - The company is not currently involved in any material legal proceedings[331](index=331&type=chunk) - The outcome of litigation is inherently uncertain, but management believes current proceedings will not have a material adverse effect on financial condition or operating results[331](index=331&type=chunk) [Item 1A. Risk Factors](index=33&type=section&id=Item%201A.%20Risk%20Factors) This section outlines key risks and uncertainties affecting the company, including funding, operations, and acquisitions - Risks include the need for additional financing, economic downturns, reliance on third-party content, ability to manage growth and compete, regulatory compliance, intellectual property protection, management reliance, international operations, and stock volatility[332](index=332&type=chunk)[334](index=334&type=chunk) - Specific risks related to the Meridian Purchase Agreement include dilution, costs, ability to meet closing conditions, and integration challenges[334](index=334&type=chunk) - No material changes from the **risk factors** disclosed in the October 31, 2023, Form 10-K[335](index=335&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=34&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section reports on unregistered equity sales and any purchases by the issuer or affiliates - No unregistered sales of **equity securities** occurred during the quarter ended January 31, 2024, or subsequently[336](index=336&type=chunk) - No purchases of **equity securities** by the issuer or affiliated purchasers[337](index=337&type=chunk) [Item 3. Defaults Upon Senior Securities](index=34&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section confirms the absence of defaults upon senior securities during the reporting period - No defaults upon senior securities[338](index=338&type=chunk) [Item 4. Mine Safety Disclosures](index=34&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section states that mine safety disclosures are not applicable to the company's operations - Not Applicable[339](index=339&type=chunk) [Item 5. Other Information](index=34&type=section&id=Item%205.%20Other%20Information) This section reports on Rule 10b5-1 trading plans adopted or terminated by directors or officers - No Rule 10b5-1 trading plans were adopted or terminated by directors or officers during the quarter ended January 31, 2024[340](index=340&type=chunk) [Item 6. Exhibits](index=34&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including amendments and required certifications - Includes the Second Amendment to the Meridian Purchase Agreement dated January 22, 2024[341](index=341&type=chunk) - Certifications of Principal Executive Officer and Principal Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act are filed/furnished[343](index=343&type=chunk)[344](index=344&type=chunk) [SIGNATURES](index=35&type=section&id=SIGNATURES) This section confirms the report's official signing by the President, CEO, CFO, and CCO - The report is signed by Anthony Brian Goodman (President and CEO) and Omar Jimenez (CFO & CCO) on March 14, 2024[347](index=347&type=chunk)[348](index=348&type=chunk)

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** |

[Special Note Regarding Forward-Looking Statements](index=2&type=section&id=Special%20Note%20Regarding%20Forward-Looking%20Statements) [General Statement](index=2&type=section&id=General%20Statement) This section warns that the report contains forward-looking statements subject to risks and uncertainties, which may cause actual results to differ materially from projections, with no obligation to update - The report contains forward-looking statements involving known and unknown risks and uncertainties that may cause actual results to differ materially from future projections[8](index=8&type=chunk) - Readers should review 'Risk Factors' for cautionary statements applicable to all forward-looking statements[8](index=8&type=chunk) [Summary Risk Factors](index=2&type=section&id=Summary%20Risk%20Factors) The Company faces numerous risks, including financing needs, acquisition completion (Meridian), reliance on third-party content, potential dilution, economic downturns, and regulatory changes - Key risks include the need for **significant additional financing**, ability to obtain gaming licenses, and successful completion of acquisitions like the pending Meridian acquisition[11](index=11&type=chunk) - The Company faces risks from reliance on third-party gaming content suppliers, **potential dilution** from fundraising or acquisitions, and maintaining its Nasdaq listing[11](index=11&type=chunk) - Economic downturns, inflation, increasing interest rates, and global conflicts pose risks to discretionary spending and product demand[11](index=11&type=chunk) - Operational risks include protecting proprietary information, competition, managing expenses, complying with regulations, and mitigating gaming fraud, cyber-attacks, and system failures[11](index=11&type=chunk)[16](index=16&type=chunk) [PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents unaudited consolidated financial statements, including balance sheets, statements of operations, shareholders' equity, and cash flow, with notes on accounting policies and specific accounts [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) The consolidated balance sheets present the financial position of Golden Matrix Group, Inc. and its subsidiaries as of July 31, 2023, and October 31, 2022, detailing changes in assets, liabilities, and equity Consolidated Balance Sheet Highlights (USD) | Metric | July 31, 2023 | October 31, 2022 | Change (YoY) | | :--------------------------------- | :-------------- | :--------------- | :----------- | | Total Assets | $34,989,870 | $32,571,413 | +$2,418,457 | | Total Current Assets | $22,088,606 | $19,288,950 | +$2,799,656 | | Cash | $16,142,096 | $14,949,673 | +$1,192,423 | | Accounts Receivable, net | $3,923,213 | $2,641,023 | +$1,282,190 | | Inventory, prizes | $1,521,855 | $1,147,591 | +$374,264 | | Total Liabilities | $4,089,346 | $2,774,932 | +$1,314,414 | | Total Current Liabilities | $4,089,346 | $2,715,154 | +$1,374,192 | | Customer deposits | $433,034 | $109,328 | +$323,706 | | Total Shareholders' Equity | $30,900,524 | $29,796,481 | +$1,104,043 | [Consolidated Statements of Operations and Comprehensive Income (Loss)](index=4&type=section&id=Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income%20(Loss)) The consolidated statements of operations present financial performance for the three and nine months ended July 31, 2023, and 2022, showing a shift from net income to net loss attributable to GMGI Consolidated Statements of Operations Highlights (USD) | Metric | 3 Months Ended July 31, 2023 | 3 Months Ended July 31, 2022 | Change (YoY) | 9 Months Ended July 31, 2023 | 9 Months Ended July 31, 2022 | Change (YoY) | | :--------------------------------------- | :--------------------------- | :--------------------------- | :----------- | :--------------------------- | :--------------------------- | :----------- | | Total Revenues | $11,307,026 | $9,101,541 | +$2,205,485 | $32,393,064 | $26,461,389 | +$5,931,675 | | Cost of Goods Sold | $(9,171,849) | $(6,620,517) | $(2,551,332) | $(25,754,871) | $(19,415,700) | $(6,339,171) | | Gross Profit | $2,135,177 | $2,481,024 | $(345,847) | $6,638,193 | $7,045,689 | $(407,496) | | Income (Loss) from Operations | $(892,099) | $729,312 | $(1,621,411) | $(1,711,787) | $1,891,804 | $(3,603,591) | | Net Income (Loss) attributable to GMGI | $(965,628) | $628,332 | $(1,593,960) | $(1,942,902) | $1,564,695 | $(3,507,597) | | Basic EPS | $(0.03) | $0.02 | $(0.05) | $(0.06) | $0.06 | $(0.12) | | Diluted EPS | $(0.03) | $0.02 | $(0.05) | $(0.06) | $0.04 | $(0.10) | [Consolidated Statement of Shareholders' Equity](index=4&type=section&id=Consolidated%20Statement%20of%20Shareholders'%20Equity) The consolidated statements of shareholders' equity detail changes in equity for the nine months ended July 31, 2023, and 2022, reflecting share issuances, stock-based compensation, and net losses - Total shareholders' equity attributable to GMGI **increased from $26,797,415 to $30,900,524** from October 31, 2022, to July 31, 2023[21](index=21&type=chunk)[23](index=23&type=chunk) - Key changes include issuing **165,444 shares** for RKings acquisition, **7,122,230 shares** from cashless option exercise, **104,277 shares** for services, and **$2,556,064** in stock-based compensation[21](index=21&type=chunk)[23](index=23&type=chunk) - The Company recorded a **net loss of $1,942,902** for the nine months ended July 31, 2023[23](index=23&type=chunk) [Consolidated Statements of Cash Flow](index=6&type=section&id=Consolidated%20Statements%20of%20Cash%20Flow) The consolidated statements of cash flow provide an overview of cash generated from or used in operating, investing, and financing activities for the nine months ended July 31, 2023, and 2022, showing a net increase in cash Consolidated Statements of Cash Flow Highlights (USD) | Metric | 9 Months Ended July 31, 2023 | 9 Months Ended July 31, 2022 | Change (YoY) | | :--------------------------------------- | :--------------------------- | :--------------------------- | :----------- | | Net Cash Provided by Operating Activities | $1,058,631 | $2,660,332 | $(1,601,701) | | Net Cash Used in Investing Activities | $(96,071) | $(3,499,050) | +$3,402,979 | | Net Cash Provided by (Used in) Financing Activities | $(32,322) | $32,000 | $(64,322) | | Effect of Exchange Rate Changes on Cash | $262,185 | $(121,278) | +$383,463 | | Net Increase (Decrease) in Cash | $1,192,423 | $(927,996) | +$2,120,419 | | Cash at End of Quarter | $16,142,096 | $15,869,660 | +$272,436 | - Cash provided by operating activities **decreased significantly** due to a net loss and changes in working capital, despite high non-cash expenses like stock-based compensation[33](index=33&type=chunk)[377](index=377&type=chunk) - Cash used in investing activities **decreased substantially** due to lower acquisition-related cash payments compared to the prior year's RKings acquisition[35](index=35&type=chunk)[380](index=380&type=chunk) [Notes to the Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) These notes provide detailed explanations of the Company's accounting policies, significant transactions, and financial statement line items, offering crucial context for understanding financial performance and position [NOTE 1 - BASIS OF PRESENTATION AND ACCOUNTING POLICIES](index=7&type=section&id=NOTE%201%20-%20BASIS%20OF%20PRESENTATION%20AND%20ACCOUNTING%20POLICIES) This note outlines the Company's organization, operations, and key accounting policies, including business segments, recent acquisitions, consolidation principles, revenue recognition, and stock-based compensation - Golden Matrix Group, Inc. operates in two segments: **B2B** (SaaS solutions for iGaming and sports betting, primarily Asia Pacific) and **B2C** (pay-to-enter prize competitions in the UK via RKings and online casino in Mexico via Mexplay)[36](index=36&type=chunk)[37](index=37&type=chunk)[38](index=38&type=chunk)[39](index=39&type=chunk) - Significant acquisitions include **100% of RKingsCompetitions Ltd.** (November 2022), **100% of GMG Assets Limited** (August 2022), and **99.99% of Golden Matrix MX** (July 2022, Mexplay launched March 2023)[38](index=38&type=chunk)[39](index=39&type=chunk)[44](index=44&type=chunk)[48](index=48&type=chunk)[49](index=49&type=chunk)[51](index=51&type=chunk) - Revenue recognition follows FASB Topic 606, with B2B revenue from software usage and third-party content royalties, and B2C revenue from prize competition ticket sales and online casino operations (net of payouts and incentives)[62](index=62&type=chunk)[66](index=66&type=chunk)[67](index=67&type=chunk)[68](index=68&type=chunk)[69](index=69&type=chunk) - The Company is pursuing the acquisition of **100% of the Meridian Companies** for cash, a promissory note, and equity, with the transaction not yet closed[45](index=45&type=chunk) [NOTE 2 – ACCOUNTS RECEIVABLE, NET](index=11&type=section&id=NOTE%202%20%E2%80%93%20ACCOUNTS%20RECEIVABLE%2C%20NET) This note details the Company's accounts receivable, carried at estimated collectible amounts, including a significant amount due from Citibank for erroneously processed ACH transfers Accounts Receivable, Net (USD) | Metric | July 31, 2023 | October 31, 2022 | Change (YoY) | | :--------------------------- | :-------------- | :--------------- | :----------- | | Accounts receivable, net | $3,923,213 | $2,641,023 | +$1,282,190 | | Allowance for doubtful accounts | $0 | $0 | $0 | - A receivable of **$46,495** is due from Citibank for erroneously posted ACH transfers, with **$683,010** already replenished[88](index=88&type=chunk) - **$1,000,000** of accounts payable were settled with accounts receivable during the nine months ended July 31, 2023[89](index=89&type=chunk) [NOTE 3 – ACCOUNTS RECEIVABLE – RELATED PARTY](index=12&type=section&id=NOTE%203%20%E2%80%93%20ACCOUNTS%20RECEIVABLE%20%E2%80%93%20RELATED%20PARTY) This note discloses accounts receivable from Articulate Pty Ltd., a related party wholly-owned by the CEO and his wife, which decreased from October 2022 to July 2023 Accounts Receivable – Related Party (USD) | Metric | July 31, 2023 | October 31, 2022 | Change (YoY) | | :--------------------------------- | :-------------- | :--------------- | :----------- | | Accounts receivable – related parties | $324,326 | $413,714 | $(89,388) | - The related party is Articulate Pty Ltd., owned by CEO Anthony Brian Goodman and his wife[91](index=91&type=chunk) [NOTE 4 – PREPAID EXPENSES](index=12&type=section&id=NOTE%204%20%E2%80%93%20PREPAID%20EXPENSES) This note details the composition of prepaid expenses, primarily including prepayments for gaming content, licensing fees, and payroll, showing an overall increase Prepaid Expenses (USD) | Metric | July 31, 2023 | October 31, 2022 | Change (YoY) | | :--------------------------- | :-------------- | :--------------- | :----------- | | Total prepaid expenses | $122,393 | $84,372 | +$38,021 | | Prepayments to suppliers | $93,485 | $70,156 | +$23,329 | | Prepayment for gaming license fee | $24,229 | $8,744 | +$15,485 | [NOTE 5 – SHORT-TERM DEPOSITS](index=12&type=section&id=NOTE%205%20%E2%80%93%20SHORT-TERM%20DEPOSITS) This note describes short-term deposits, primarily a bank guarantee for an office lease in Australia, which has been automatically reinvested annually Short-Term Deposits (USD) | Metric | July 31, 2023 | October 31, 2022 | Change (YoY) | | :----------------- | :-------------- | :--------------- | :----------- | | Short-term deposit | $54,723 | $52,577 | +$2,146 | - The deposit is for an office lease in Australia, collateral for a bank guarantee, earning **0.25% interest**[92](index=92&type=chunk)[93](index=93&type=chunk) [NOTE 6 – ACQUISITIONS](index=12&type=section&id=NOTE%206%20%E2%80%93%20ACQUISITIONS) This note details the Company's acquisitions of GMG Assets, RKings, and Golden Matrix MX, including consideration paid, financial impact, and ongoing disputes related to RKings - Acquired **100% of GMG Assets Limited** for **$30,708** (GBP 25,000) effective August 1, 2022, contributing **$4,447,181 in revenues** and **$176,856 in net income** for the nine months ended July 31, 2023[95](index=95&type=chunk)[96](index=96&type=chunk)[98](index=98&type=chunk) - Completed **100% acquisition of RKings** by November 4, 2022, with total consideration paid through July 31, 2023, amounting to **$10,896,960**[107](index=107&type=chunk)[108](index=108&type=chunk) - RKings contributed **$16,183,951 in revenues** and **$1,611,306 in net income** for the nine months ended July 31, 2023[113](index=113&type=chunk) - Acquired **99.99% of Golden Matrix MX** for **$2,411** on July 11, 2022, to operate an online casino in Mexico, which commenced generating revenues in March 2023[119](index=119&type=chunk) - The Company is in an ongoing dispute with Paul Hardman (an RKings seller) regarding a **£1,000,000 holdback amount**, with a partial settlement reached with Mark Weir for **£450,000**[104](index=104&type=chunk)[114](index=114&type=chunk)[115](index=115&type=chunk)[116](index=116&type=chunk) [NOTE 7 – INTANGIBLE ASSETS – SOFTWARE PLATFORM, WEBSITE DEVELOPMENT COSTS, TRADEMARKS AND NON-COMPETE AGREEMENTS](index=14&type=section&id=NOTE%207%20%E2%80%93%20INTANGIBLE%20ASSETS%20%E2%80%93%20SOFTWARE%20PLATFORM%2C%20WEBSITE%20DEVELOPMENT%20COSTS%2C%20TRADEMARKS%20AND%20NON-COMPETE%20AGREEMENTS) This note outlines the Company's intangible assets, including capitalized website development costs for Mexplay and RKings, trademarks, non-compete agreements, a gaming permit in Mexico, and their amortization Net Definite-Lived Intangible Assets (USD) | Metric | July 31, 2023 | October 31, 2022 | Change (YoY) | | :--------------------------------------- | :-------------- | :--------------- | :----------- | | Gross definite-lived intangible assets | $3,133,833 | $3,029,554 | +$104,279 | | Total accumulated amortization | $(758,733) | $(422,479) | $(336,254) | | Net definite-lived intangible assets | $2,375,100 | $2,607,075 | $(231,975) | - Capitalized website development costs for Mexplay were **$52,788** for the nine months ended July 31, 2023, amortized over **3 years**[120](index=120&type=chunk)[121](index=121&type=chunk) - Trademarks (**$2,000,000**) are amortized over **10 years**, and non-compete agreements (**$600,000**) over **5 years**, related to the RKings acquisition[121](index=121&type=chunk) - A gaming permit in Mexico (**$223,725**) is amortized over **6 years**[122](index=122&type=chunk) - Amortization expense for intangible assets was **$328,669** for the nine months ended July 31, 2023, up from **$285,815** in the prior year[123](index=123&type=chunk) [NOTE 8 – ACCOUNTS PAYABLE – RELATED PARTIES](index=15&type=section&id=NOTE%208%20%E2%80%93%20ACCOUNTS%20PAYABLE%20%E2%80%93%20RELATED%20PARTIES) This note details accounts payable to related parties, primarily superannuation payable to the Company's management Accounts Payable – Related Parties (USD) | Metric | July 31, 2023 | October 31, 2022 | Change (YoY) | | :--------------------------------- | :-------------- | :--------------- | :----------- | | Accounts payable – related parties | $11,798 | $10,637 | +$1,161 | [NOTE 9 – DEFERRED REVENUES](index=15&type=section&id=NOTE%209%20%E2%80%93%20DEFERRED%20REVENUES) This note explains deferred revenues, representing payments received in advance for prize competitions and recognized as revenue upon prize transfer to winners Deferred Revenues (USD) | Metric | July 31, 2023 | October 31, 2022 | Change (YoY) | | :--------------- | :-------------- | :--------------- | :----------- | | Deferred revenues | $270,245 | $182,444 | +$87,801 | [NOTE 10 – CUSTOMER DEPOSITS](index=15&type=section&id=NOTE%2010%20%E2%80%93%20CUSTOMER%20DEPOSITS) This note details customer deposits across both B2B and B2C segments, including deposits for Progressive Jackpot Games, advance payments for gaming content, and user account balances in Mexico Customer Deposits (USD) | Metric | July 31, 2023 | October 31, 2022 | Change (YoY) | | :----------------- | :-------------- | :--------------- | :----------- | | Total customer deposits | $433,034 | $109,328 | +$323,706 | | B2B segment deposits | $418,176 | $109,328 | +$308,848 | | B2C segment (Mexico) user balances | $14,858 | $0 | +$14,858 | [NOTE 11 – RELATED PARTY TRANSACTIONS](index=15&type=section&id=NOTE%2011%20%E2%80%93%20RELATED%20PARTY%20TRANSACTIONS) This note provides extensive details on transactions and compensation with key management personnel and related entities, including employment agreements, stock-based compensation, and licensing agreements - CEO Anthony Brian Goodman's employment agreement was amended, extending to **August 2026** with an increased annual salary of **$158,400** plus superannuation, receiving **750,000 RSUs** (250,000 vested) and exercising options for **5,248,983 common shares**[134](index=134&type=chunk)[137](index=137&type=chunk)[138](index=138&type=chunk) - COO Weiting 'Cathy' Feng's employment agreement was amended, extending to **August 2026** with an increased annual salary of **$132,000** plus superannuation, receiving **375,000 RSUs** (125,000 vested) and exercising options for **1,364,406 common shares**[139](index=139&type=chunk)[141](index=141&type=chunk)[142](index=142&type=chunk) - Directors Thomas E. McChesney and Murray G. Smith received increased monthly compensation (**$5,000**) and **150,000 RSUs each**, with **50,000 vested** for each[144](index=144&type=chunk)[147](index=147&type=chunk)[149](index=149&type=chunk)[150](index=150&type=chunk) - Revenues from related party Articulate Pty Ltd. (owned by CEO and wife) were **$555,613** for the nine months ended July 31, 2023, down from **$661,155** in the prior year[167](index=167&type=chunk) - The Company entered into a Software License Agreement with Elray Resources Inc. (where CEO and COO hold positions) effective **December 1, 2022**, for online games, with no revenues generated yet[172](index=172&type=chunk)[174](index=174&type=chunk)[178](index=178&type=chunk)[179](index=179&type=chunk) [NOTE 12 - EQUITY](index=18&type=section&id=NOTE%2012%20-%20EQUITY) This note details the Company's equity structure, including preferred and common stock, stock option and RSU activity under its 2018 and 2022 Equity Incentive Plans, and treasury stock repurchases - Series B Preferred Stock (**1,000 shares**) held by the CEO grants **7,500 votes per share** (**7,500,000 total votes**) and is convertible into **1,000 common shares each**, providing significant voting control[182](index=182&type=chunk)[183](index=183&type=chunk) - Common stock outstanding **increased from 28,182,575 shares to 36,134,932 shares** from October 31, 2022, to July 31, 2023, primarily due to cashless option exercises and shares issued for acquisitions/services[186](index=186&type=chunk)[188](index=188&type=chunk)[193](index=193&type=chunk)[195](index=195&type=chunk)[196](index=196&type=chunk) - Total stock-based compensation cost related to stock options was **$470,379** for the nine months ended July 31, 2023[200](index=200&type=chunk) - **1,575,000 Restricted Stock Units (RSUs)** were granted to officers and directors in September 2022, with **575,000 vesting** based on FY2022 performance metrics (revenue and Adjusted EBITDA targets)[203](index=203&type=chunk)[205](index=205&type=chunk)[210](index=210&type=chunk)[212](index=212&type=chunk)[224](index=224&type=chunk) - The Company repurchased **14,594 shares of common stock for $32,322** in April 2023 as part of a **$2 million share repurchase program**, which were subsequently cancelled[226](index=226&type=chunk)[227](index=227&type=chunk) [NOTE 13 – SEGMENT REPORTING AND GEOGRAPHIC INFORMATION](index=22&type=section&id=NOTE%2013%20%E2%80%93%20SEGMENT%20REPORTING%20AND%20GEOGRAPHIC%20INFORMATION) This note provides a breakdown of revenues and cost of goods sold by business segment (B2B and B2C) and geographic region, highlighting the increasing contribution of the B2C segment Revenues by Segment and Geographic Region (USD) | Metric | 3 Months Ended July 31, 2023 | 3 Months Ended July 31, 2022 | 9 Months Ended July 31, 2023 | 9 Months Ended July 31, 2022 | | :---------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | **Total Revenues** | **$11,307,026** | **$9,101,541** | **$32,393,064** | **$26,461,389** | | B2B Revenues | $3,699,259 (33%) | $4,256,372 (47%) | $11,723,699 (36%) | $11,002,837 (42%) | | B2C Revenues | $7,607,767 (67%) | $4,845,169 (53%) | $20,669,365 (64%) | $15,458,552 (58%) | | Asia Pacific Revenues | $3,699,259 (33%) | $4,256,372 (47%) | $11,723,699 (36%) | $11,002,837 (42%) | | UK Revenues | $7,451,586 (66%) | $4,845,169 (53%) | $20,493,274 (63%) | $15,458,552 (58%) | | Latin America Revenues | $156,181 (1%) | $0 (0%) | $176,091 (1%) | $0 (0%) | Cost of Goods Sold by Segment and Geographic Region (USD) | Metric | 3 Months Ended July 31, 2023 | 3 Months Ended July 31, 2022 | 9 Months Ended July 31, 2023 | 9 Months Ended July 31, 2022 | | :---------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | **Total COGS** | **$9,171,849** | **$6,620,517** | **$25,754,871** | **$19,415,700** | | B2B COGS | $2,929,124 (32%) | $3,059,856 (46%) | $8,927,250 (35%) | $8,063,306 (42%) | | B2C COGS | $6,242,725 (68%) | $3,560,661 (54%) | $16,827,621 (65%) | $11,352,394 (58%) | | Asia Pacific COGS | $2,929,124 (32%) | $3,059,856 (46%) | $8,927,250 (35%) | $8,063,306 (42%) | | UK COGS | $6,227,763 (68%) | $3,560,661 (54%) | $16,806,753 (65%) | $11,352,394 (58%) | | Latin America COGS | $14,962 (0%) | $0 (0%) | $20,868 (0%) | $0 (0%) | - B2C segment revenue **increased significantly**, becoming **67% of total revenue** for the three months ended July 31, 2023, up from **53%** in the prior year, driven by UK prize competitions and new Mexico online casino operations[232](index=232&type=chunk) [NOTE 14 - INCOME TAXES](index=23&type=section&id=NOTE%2014%20-%20INCOME%20TAXES) This note details the Company's income tax liabilities and expenses across its operating jurisdictions, highlighting the UK's contribution to tax expense and the use of net operating losses in other regions - The Company has **$0 tax liability** for USA operations due to sufficient net operating losses[235](index=235&type=chunk) - UK operations (RKings and GMG Assets) incurred income tax expense of **$81,084** for the three months and **$299,071** for the nine months ended July 31, 2023, subject to a **19% statutory tax rate**[236](index=236&type=chunk)[238](index=238&type=chunk) - Mexico operations (Golden Matrix MX) had **$0 income tax expense** for the nine months ended July 31, 2023, despite commencing revenues in March 2023, subject to a **30% statutory tax rate**[240](index=240&type=chunk)[241](index=241&type=chunk) UK Income Tax Liability (USD) | Metric | Amount | | :--------------------------------------- | :-------------- | | Balance November 1, 2021 | $602,628 | | Income Tax Nov 1, 2021 - Oct 31, 2022 | $419,049 | | Income Tax Nov 1, 2022 - July 31, 2023 | $299,071 | | Tax paid | $(982,855) | | Currency Adjustment | $(130,918) | | **Income Tax Liability (July 31, 2023)** | **$206,975** | [NOTE 15 - COMMITMENTS AND CONTINGENCIES](index=23&type=section&id=NOTE%2015%20-%20COMMITMENTS%20AND%20CONTINGENCIES) This note addresses legal matters and operating lease commitments, including an ongoing dispute with an RKings seller over a holdback amount and details of the Company's office lease - The Company is in dispute with Mr. Paul Hardman regarding a **$641,766 holdback amount** from the RKings acquisition, which is accrued as a liability[244](index=244&type=chunk) - The Company has a **three-year office lease** in Australia, commenced **June 1, 2021**, with an annual rent of **$112,780** (AUD $167,338), and a renewal option for **three years**[246](index=246&type=chunk) Operating Lease Liabilities (USD) | Metric | July 31, 2023 | October 31, 2022 | Change (YoY) | | :--------------------------------- | :-------------- | :--------------- | :----------- | | Operating lease right-of-use asset | $84,518 | $150,653 | $(66,135) | | Current operating lease liability | $88,198 | $95,085 | $(6,887) | | Non-current operating lease liability | $0 | $59,778 | $(59,778) | [NOTE 16 - PURCHASE AGREEMENT](index=24&type=section&id=NOTE%2016%20-%20PURCHASE%20AGREEMENT) This note details the Amended and Restated Sale and Purchase Agreement to acquire **100% of the Meridian Companies** for **$70 million**, comprising cash, restricted common stock, Series C preferred stock, and promissory notes, with closing subject to various conditions - The Company agreed to acquire **100% of the Meridian Companies** for a total consideration of **$70,000,000**[249](index=249&type=chunk)[294](index=294&type=chunk) Meridian Acquisition Consideration (USD) | Component | Amount | Due Date | | :--------------------------------------- | :-------------- | :--------------------------------------- | | Cash payment at Closing | $30,000,000 | At Closing (prior to Dec 31, 2023) | | Restricted common stock (82,141,857 shares) | $246,425,571 (at $3.00/share) | At Closing | | Series C Voting Preferred Stock (1,000 shares) | N/A | At Closing | | Contingent Post-Closing Cash | $5,000,000 | 6 months after Closing | | Contingent Post-Closing Restricted Shares (5,000,000 shares) | $15,000,000 (at $3.00/share) | 6 months after Closing | | Non-Contingent Post-Closing Cash | $20,000,000 | $10M at 12 months, $10M at 18 months after Closing | | Promissory Notes | $15,000,000 | 24 months after Closing | - The Meridian Sellers are expected to collectively own approximately **70% of the Company's outstanding common stock and voting shares** post-closing, resulting in a change of control[251](index=251&type=chunk) - The acquisition requires the Company to raise approximately **$30 million in cash** at closing, with plans for debt and/or equity financing[298](index=298&type=chunk)[407](index=407&type=chunk) - The Series C Voting Preferred Stock will grant holders **7,500 votes per share** and the right to appoint directors[258](index=258&type=chunk)[259](index=259&type=chunk) [NOTE 17 – SUBSEQUENT EVENTS](index=25&type=section&id=NOTE%2017%20%E2%80%93%20SUBSEQUENT%20EVENTS) The Company evaluated subsequent events through September 7, 2023, and reported no material subsequent events - No subsequent events were reported after July 31, 2023, through the filing date of September 7, 2023[263](index=263&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the Company's financial condition, results of operations, and cash flows, covering business segments, growth strategies, liquidity, capital resources, and critical accounting policies [General Information](index=25&type=section&id=General%20Information) This sub-section provides introductory context for the Management's Discussion and Analysis, including references to forward-looking statements, risk factors, and the Company's public filings - The discussion should be read in conjunction with the 2022 Annual Report on Form 10-K and is subject to forward-looking statements and risk factors[265](index=265&type=chunk)[266](index=266&type=chunk) - Market data and statistical information are based on independent industry publications and the Company's good faith estimates, which are subject to change[269](index=269&type=chunk) - The Company files annual, quarterly, and current reports with the SEC, available on the SEC's website and the Company's investor relations page[270](index=270&type=chunk) [OVERVIEW](index=26&type=section&id=OVERVIEW) This overview describes Golden Matrix Group's business model, encompassing B2B SaaS solutions and B2C prize competitions/online casinos, its growth strategy, and financial implications of recent and pending acquisitions - The Company operates in **B2B** (SaaS for iGaming in Asia Pacific) and **B2C** (UK prize competitions via RKings, Mexico online casino via Mexplay) segments[273](index=273&type=chunk)[274](index=274&type=chunk) - B2B segment has over **7.7 million registered players** and **771 unique casino/live game operations**; B2C (RKings) has over **311,000 registered users**, and Mexplay has over **32,000 registered users** since March 2023 launch[276](index=276&type=chunk)[278](index=278&type=chunk) - Key growth strategies include expanding global reach, investing in sales/marketing for B2C platforms, developing proprietary gaming content, and pursuing synergistic acquisitions, notably the pending Meridian Purchase Agreement[286](index=286&type=chunk) - The Company is seeking debt funding for the Meridian acquisition, which will require **$70 million in total consideration**, including **$30 million cash at closing**[291](index=291&type=chunk)[294](index=294&type=chunk) [RESULTS OF OPERATIONS](index=29&type=section&id=RESULTS%20OF%20OPERATIONS) This section analyzes the Company's financial performance for the three and nine months ended July 31, 2023, compared to 2022, detailing changes in revenues, cost of goods sold, gross profit, and operating expenses across B2B and B2C segments [Three months ended July 31, 2023, compared to the three months ended July 31, 2022.](index=29&type=section&id=Three%20months%20ended%20July%2031%2C%202023%2C%20compared%20to%20the%20three%20months%20ended%20July%2031%2C%202022.) For the three months ended July 31, 2023, total revenues increased by **24.2%**, driven by B2C growth, despite B2B decline; gross profit decreased due to margin erosion and technology challenges, while operating expenses rose sharply from stock-based compensation and payroll Revenue Performance (3 Months Ended July 31, USD) | Revenue Stream | 2023 | 2022 | Change (YoY) | | :--------------------------------------- | :-------------- | :-------------- | :----------- | | Total Revenues | $11,307,026 | $9,101,541 | +$2,205,485 | | IP & Technology Systems (B2B) | $153,186 | $218,491 | $(65,305) | | Reselling Third-Party Gaming Content (B2B) | $3,546,073 | $4,037,881 | $(491,808) | | Prize Competitions (B2C) | $7,451,586 | $4,845,169 | +$2,606,417 | | Online Casino (Mexplay, B2C) | $156,181 | $0 | +$156,181 | Gross Profit & Margin Performance (3 Months Ended July 31, USD) | Metric | 2023 | 2022 | Change (YoY) | | :---------------- | :-------------- | :-------------- | :----------- | | Gross Profit | $2,135,177 | $2,481,024 | $(345,847) | | Gross Profit Margin | 19% | 27% | -8% | | B2B Gross Profit Margin | 21% | 28% | -7% | | B2C Gross Profit Margin | 18% | 27% | -9% | - General and administrative expenses **increased by $725,201**, primarily due to **$198,833** in stock-based compensation, **$154,285** in B2B payroll costs, and **$214,472** for Mexplay operations[327](index=327&type=chunk) - Related party G&A expenses **increased by $550,363**, mainly from **$529,129** in stock-based compensation for directors and management[328](index=328&type=chunk) - Net loss attributable to the Company was **$(965,628)** in 2023, a significant decrease from **$628,332 net income** in 2022, driven by lower gross profit and higher operating expenses[337](index=337&type=chunk) [Nine months ended July 31, 2023, compared to the nine months ended July 31, 2022.](index=32&type=section&id=Nine%20months%20ended%20July%2031%2C%202023%2C%20compared%20to%20the%20nine%20months%20ended%20July%2031%2C%202022.) For the nine months ended July 31, 2023, total revenues grew by **22.4%**, primarily due to B2C expansion; however, gross profit declined, and the Company reported a net loss, largely due to increased stock-based compensation, higher payroll, and reduced foreign exchange gains Revenue Performance (9 Months Ended July 31, USD) | Revenue Stream | 2023 | 2022 | Change (YoY) | | :--------------------------------------- | :-------------- | :-------------- | :----------- | | Total Revenues | $32,393,064 | $26,461,389 | +$5,931,675 | | IP & Technology Systems (B2B) | $560,597 | $668,996 | $(108,399) | | Reselling Third-Party Gaming Content (B2B) | $11,163,102 | $10,333,841 | +$829,261 | | Prize Competitions (B2C) | $20,493,274 | $15,458,552 | +$5,034,722 | | Online Casino (Mexplay, B2C) | $176,091 | $0 | +$176,091 | Gross Profit & Margin Performance (9 Months Ended July 31, USD) | Metric | 2023 | 2022 | Change (YoY) | | :---------------- | :-------------- | :-------------- | :----------- | | Gross Profit | $6,638,193 | $7,045,689 | $(407,496) | | Gross Profit Margin | 20% | 27% | -7% | | B2B Gross Profit Margin | 24% | 26% | -2% | | B2C Gross Profit Margin | 19% | 27% | -8% | - General and administrative expenses **increased by $1,522,712**, mainly due to **$819,937** in stock-based compensation and **$540,154** in B2B payroll costs[359](index=359&type=chunk) - Related party G&A expenses **increased by $1,673,383**, primarily from **$1,562,753** in stock-based compensation for directors and management[360](index=360&type=chunk) - Net loss attributable to the Company was **$(1,942,902)** in 2023, a significant decline from **$1,564,695 net income** in 2022, primarily due to lower gross profits, increased stock-based compensation, and higher payroll costs[367](index=367&type=chunk) [LIQUIDITY AND CAPITAL RESOURCES](index=34&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) This section discusses the Company's liquidity position, cash flows, and capital resources, emphasizing self-sustaining operations, funding needs for the Meridian acquisition, and potential future financing strategies Liquidity and Capital Resources (USD) | Metric | July 31, 2023 | October 31, 2022 | Change (YoY) | | :--------------------------- | :-------------- | :--------------- | :----------- | | Cash and cash equivalents | $16,142,096 | $14,949,673 | +$1,192,423 | | Working capital | $17,999,260 | $16,573,796 | +$1,425,464 | | Shareholders' equity of GMGI | $30,900,524 | $26,797,415 | +$4,103,109 | - The Company's operations are **self-sustaining**, generating positive cash flows since **2018**, and are expected to meet working capital needs for the next **12 months**[371](index=371&type=chunk) - The Company needs to raise approximately **$30 million in cash** for the Meridian Purchase Agreement, with plans for debt and/or equity financing, which could lead to dilution or increased interest expense[298](index=298&type=chunk)[407](index=407&type=chunk) - Cash provided by operating activities **decreased to $1,058,631** for the nine months ended July 31, 2023, from **$2,660,332** in the prior year, primarily due to net loss and changes in working capital[376](index=376&type=chunk)[377](index=377&type=chunk) [CRITICAL ACCOUNTING POLICIES AND ESTIMATES](index=35&type=section&id=CRITICAL%20ACCOUNTING%20POLICIES%20AND%20ESTIMATES) This section reiterates that the Company's financial statements rely on management's estimates and judgments, particularly for bad debts, accrued liabilities, goodwill, and contingencies, with no material changes since the last annual report - Financial statements require management estimates and judgments for items like bad debts, accrued liabilities, goodwill, and contingencies[385](index=385&type=chunk) - No material changes to critical accounting policies have occurred since the October 31, 2022, Annual Report on Form 10-K[385](index=385&type=chunk) - Key estimates include foreign currency translation and transactions, with losses recognized in accumulated other comprehensive income (loss) and realized gains/losses in other income[385](index=385&type=chunk) [Item 3. Quantitative And Qualitative Disclosures About Market Risk](index=35&type=section&id=Item%203.%20Quantitative%20And%20Qualitative%20Disclosures%20About%20Market%20Risk) As a 'smaller reporting company,' Golden Matrix Group, Inc. is not required to provide quantitative and qualitative disclosures about market risk - The Company is exempt from providing market risk disclosures as it qualifies as a 'smaller reporting company'[386](index=386&type=chunk) [Item 4. Controls and Procedures](index=35&type=section&id=Item%204.%20Controls%20and%20Procedures) The Company's CEO and CFO concluded that disclosure controls and procedures were effective as of July 31, 2023, providing reasonable assurance for timely and accurate financial reporting, with no material changes to internal control - CEO and CFO assessed disclosure controls and procedures as **effective** as of July 31, 2023, ensuring timely and accurate reporting[387](index=387&type=chunk) - No material changes in internal control over financial reporting occurred during the three months ended July 31, 2023[388](index=388&type=chunk) - Management acknowledges that controls provide only reasonable assurance and involve judgment in balancing benefits and costs[389](index=389&type=chunk) [PART II. OTHER INFORMATION](index=36&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=36&type=section&id=Item%201.%20Legal%20Proceedings) The Company is not currently a party to any material legal proceedings, though an ongoing dispute with an RKings seller over a holdback amount is noted without formal legal action - The Company is not currently a party to any material legal proceedings[391](index=391&type=chunk) - An ongoing dispute exists with Mr. Paul Hardman (an RKings seller) over a **$641,766 holdback amount**, but no formal legal action has been initiated[383](index=383&type=chunk) [Item 1A. Risk Factors](index=36&type=section&id=Item%201A.%20Risk%20Factors) This section updates previously disclosed risk factors, highlighting new risks related to discretionary stock repurchases, financial services industry developments, technology disruptions, and significant dilution and change of control from the Meridian Purchase Agreement - Stock repurchases are discretionary and may not achieve desired objectives or mitigate dilution from stock option exercises and RSU vesting[393](index=393&type=chunk)[394](index=394&type=chunk) - Adverse developments in the financial services industry (e.g., liquidity issues, bank closures) could impair access to funding and hinder acquisitions, including the Meridian Purchase[395](index=395&type=chunk)[397](index=397&type=chunk)[398](index=398&type=chunk) - Past technology disruptions (e.g., in B2C segment in April 2023) have caused financial and reputational harm, leading to **reduced gross profit margins**, and future disruptions could reoccur[399](index=399&type=chunk)[400](index=400&type=chunk) - The Meridian Purchase Agreement will cause **significant dilution** to existing shareholders, with Meridian Sellers expected to own approximately **70% of common stock and voting shares**, resulting in a change of control[402](index=402&type=chunk)[403](index=403&type=chunk)[405](index=405&type=chunk) - The Company needs to raise approximately **$30 million in additional capital** for the Meridian acquisition, which may involve debt secured by substantially all assets, posing default risks[406](index=406&type=chunk)[407](index=407&type=chunk)[408](index=408&type=chunk) - The Meridian Purchase Agreement is subject to various closing conditions and termination rights, meaning the acquisition may not be completed[410](index=410&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=38&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section reports no unregistered sales of equity securities during the quarter ended July 31, 2023, and details the Company's common stock repurchase activity under its authorized program - No unregistered sales of equity securities occurred during the quarter ended July 31, 2023[411](index=411&type=chunk) Common Stock Repurchase Activity (USD) | Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Amount (thousands) | | :--------------------------- | :------------------------------- | :--------------------------- | :----------------------- | | May 1, 2023 to May 31, 2023 | — | — | $1,967.7 | | June 1, 2023 to June 30, 2023 | — | — | $1,967.7 | | July 1, 2023 to July 31, 2023 | — | — | $1,967.7 | | **Total** | **—** | **—** | **—** | - The Company has an authorized share repurchase program for up to **$2 million of common stock**, scheduled to expire **September 29, 2023**, with **14,594 shares totaling $32,322** repurchased to date (as of March 29, 2023, not in the table for Q3)[393](index=393&type=chunk)[412](index=412&type=chunk) [Item 3. Defaults Upon Senior Securities](index=38&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The Company reported no defaults upon senior securities - No defaults upon senior securities were reported[413](index=413&type=chunk) [Item 4. Mine Safety Disclosures](index=38&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the Company - This item is not applicable to the Company[414](index=414&type=chunk) [Item 5. Other Information](index=38&type=section&id=Item%205.%20Other%20Information) The Company reported no other information - No other information was reported[415](index=415&type=chunk) [Item 6. Exhibits](index=38&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including the Amended and Restated Sale and Purchase Agreement for Meridian, certifications of principal officers, and Inline XBRL documents - Key exhibits include the Amended and Restated Sale and Purchase Agreement for Meridian Companies (Exhibit 2.1), certifications of principal executive and financial officers (Exhibits 31.1, 31.2, 32.1, 32.2), and Inline XBRL documents[416](index=416&type=chunk)[417](index=417&type=chunk)

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 ...