Golden Matrix Group Inc
For the period ended Oct 31, 2023. Filed Jan 17, 2024.
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FY2023 · Filed Jan 17, 2024
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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Documents filed as part of this Report:
(1) Financial Statements
| Page | |
| Index to Financial Statements | |
|---|---|
| Report of Independent Registered Public Accounting Firm | F-1 |
| Consolidated Balance Sheets | F-3 |
| Consolidated Statements of Operations and Comprehensive Income | F-4 |
| Consolidated Statements of Shareholders’ Equity | F-5 |
| Consolidated Statements of Cash Flows | F-7 |
| Notes to Consolidated Financial Statements | F-8 |
(2) Financial Statement Schedules:
Except as provided above, all financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto included in this Form 10‑K.
(3) Exhibits required by Item 601 of Regulation S-K
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number · Description of Exhibit · Filed/ Furnished Herewith · Form · Exhibit · Filing Date/Period End Date · File Number | |||||
| 2.1+ | Sale and Purchase Agreement of Ordinary Issued Share Capital dated November 29, 2021, by and between Golden Matrix Group, Inc., as Purchaser, and Mark Weir and Paul Hardman, as Shareholders of RKingsCompetitions Ltd, a Private Limited Company Formed and Registered in and Under the Laws of Northern Ireland, as Sellers | 8-K | 2.1 | 12/3/2021 | 000-54840 |
| 2.2£ | Sale and Purchase Agreement of Share Capital dated January 11, 2023 by and between Golden Matrix Group, Inc., as purchaser and the shareholders of: Meridian Tech Društvo Sa Ograničenom Odgovornošću Beograd, a private limited company formed and registered in and under the laws of the Republic of Serbia, Društvo Sa Ograničenom Odgovornošću “Meridianbet” Društvo Za Proizvodnju, Promet Roba I Usluga, Export Import Podgorica, a private limited company formed and registered in and under the laws of Montenegro, Meridian Gaming Holdings Ltd., a company formed and registered in the Republic of Malta, and Meridian Gaming (Cy) Ltd, a company formed and registered in the Republic of Cyprus, as sellers | 8-K | 2.1 | 1/12/2023 | 001-41326 |
| 2.3#£ | Amended and Restated Sale and Purchase Agreement of Share Capital dated June 27, 2023 by and between Golden Matrix Group, Inc., as purchaser and the shareholders of: Meridian Tech Društvo Sa Ograničenom Odgovornošću Beograd, a private limited company formed and registered in and under the laws of the Republic of Serbia, Društvo Sa Ograničenom Odgovornošću “Meridianbet” Društvo Za Proizvodnju, Promet Roba I Usluga, Export Import Podgorica, a private limited company formed and registered in and under the laws of Montenegro, Meridian Gaming Holdings Ltd., a company formed and registered in the Republic of Malta, and Meridian Gaming (Cy) Ltd, a company formed and registered in the Republic of Cyprus, as sellers | 8-K | 2.2 | 6/30/2023 | 001-41326 |
| 2.4 | First Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital dated September 22, 2023 by and between Golden Matrix Group, Inc., as purchaser and the shareholders of: Meridian Tech Društvo Sa Ograničenom Odgovornošću Beograd, a private limited company formed and registered in and under the laws of the Republic of Serbia, Društvo Sa Ograničenom Odgovornošću “Meridianbet” Društvo Za Proizvodnju, Promet Roba I Usluga, Export Import Podgorica, a private limited company formed and registered in and under the laws of Montenegro, Meridian Gaming Holdings Ltd., a company formed and registered in the Republic of Malta, and Meridian Gaming (Cy) Ltd, a company formed and registered in the Republic of Cyprus, as sellers | 8-K | 2.2 | 9/28/2023 | 001-41326 |
| 3.1 | Articles of Incorporation Since Formation and through April 2020 | 10-KT/A | 3.1 | 10/28/2020 | 000-54840 |
| 3.2 | Amended and Restated Certificate of Designation of Golden Matrix Group, Inc. Establishing the Designation, Preferences, Limitations and Relative Rights of its Series B Voting Preferred Stock as filed with the Secretary of State of Nevada on March 11, 2022 | 8-K | 10.1 | 3/14/2022 | 000-54840 |
| 3.3 | Certificate of Correction (correcting Certificate of Change filed with the Secretary of State of Nevada on April 27, 2020) filed with the Secretary of State of Nevada on October 26, 2020 | 8-K | 3.2 | 10/28/2020 | 000-54840 |
| 3.4 | Certificate of Amendment to Articles of Incorporation, as filed with the Secretary of State of Nevada on December 16, 2021 | 8-K | 3.1 | 12/16/2021 | 000-54840 | |
| 3.5 | Bylaws of the Company | S-1 | 3.2 | 10/7/2008 | 333-153881 | |
| 4.1 | Form of Common Stock Purchase Warrant (October 2021 Placement Agent Offering) | 8-K | 4.1 | 10/27/2021 | 000-54840 | |
| 4.2 | Description of Securities of the Registrant | x | ||||
| 10.1 | License Agreement, by and between Golden Matrix Group, Inc. and Articulate Pty. Ltd., dated March 1, 2018 | 8-K | 10.2 | 3/2/2018 | 000-54840 | |
| 10.2 | License Agreement between Golden Matrix Group, Inc. and Red Label Technology Pte Ltd. dated July 1, 2018 | 10-KT/A | 10.4 | 10/28/2020 | 000-54840 | |
| 10.3*** | Golden Matrix Group, Inc. 2018 Equity Incentive Plan | 10.1 | S-8 | 10/15/2019 | 333-234192 | |
| 10.4 | Form of Common Stock Purchase Warrant (August 2020 Private Offering) | 8-K | 10.2 | 8/27/2020 | 000-54840 | |
| 10.5*** | Employment Agreement between Golden Matrix Group, Inc. and Anthony Brian Goodman dated October 26, 2020 | 8-K | 10.1 | 10/28/2020 | 000-54840 | |
| 10.6*** | Employment Agreement between Golden Matrix Group, Inc. and Weiting Feng dated October 26, 2020 | 8-K | 10.2 | 10/28/2020 | 000-54840 | |
| 10.7# | Sportsbook Software Licence and Services Agreement dated October 21, 2020 (and effective October 28, 2020), by and between Golden Matrix Group, Inc. and Amelco UK Limited | 8-K | 10.1 | 11/2/2020 | 000-54840 | |
| 10.8 | Distribution Agreement effective November 18, 2020, by and between Golden Matrix Group, Inc. and Playtech Software Limited | 8-K | 10.1 | 11/23/2020 | 000-54840 | |
| 10.9 | October 31, 2020, Memorandum between Golden Matrix Group, Inc. and Articulate Pty Ltd | 10-Q | 10.21 | 12/11/2020 | 000-54840 | |
| 10.10 | Share Purchase Agreement effective December 22, 2020, by and between Golden Matrix Group, Inc. and Global Technology Group Pty Ltd | 8-K | 10.1 | 12/28/2020 | 000-54840 | |
| 10.11 | Form of Common Stock Purchase Warrant (January 2021 Private Offering) | 8-K | 10.2 | 1/26/2021 | 000-54840 | |
| 10.12 | Asset Purchase Agreement effective March 1, 2021, by and between Golden Matrix Group, Inc. and Gamefish Global Pty Ltd | 8-K | 10.1 | 3/8/2021 | 000-54840 | |
| 10.13 | Purchase Agreement, effective August 10, 2020, by and between Golden Matrix Group, Inc. and Articulate Pty Ltd and Brett Goodman and Jason Silver | 10-K | 10.25 | 4/30/2021 | 000-54840 | |
| 10.14 | December 31, 2020, Agreement between Golden Matrix Group, Inc., Hopestar Technology Service Co., Ltd and Articulate Pty Ltd | 10-K | 10.26 | 4/30/2021 | 000-54840 |
| 10.15 | Consultant Agreement between Golden Matrix Group, Inc. and ANS Advisory dated March 1, 2021 | 10-K | 10.27 | 4/30/2021 | 000-54840 |
| 10.16 | Consultant Agreement between Golden Matrix Group, Inc. and Ontario Inc dated March 1, 2021 | 10-K | 10.28 | 4/30/2021 | 000-54840 |
| 10.17 | Common Stock Purchase Warrant to purchase 120,000 shares of common stock issued to Aaron Neill-Stevens dated March 22, 2021 | 10-K | 10.29 | 4/30/2021 | 000-54840 |
| 10.18 | Common Stock Purchase Warrant to purchase 120,000 shares of common stock issued to Vladislav Slava Aizenshtat dated March 22, 2021 | 10-K | 10.3 | 4/30/2021 | 000-54840 |
| 10.19 | Consulting Agreement dated April 22nd, 2021, by and between Omar Jimenez and Golden Matrix Group, Inc. | 8-K | 10.1 | 4/23/2021 | 000-54840 |
| 10.20*** | Amendment to Employment Agreement between Golden Matrix Group, Inc. and Weiting Feng dated April 27, 2021 | 10-K | 10.33 | 4/30/2021 | 000-54840 |
| 10.21 | Software Licensing Agreement dated June 4, 2021 (and effective June 28, 2021), by and between Golden Matrix Group, Inc. and Fantasma Games AB | 8-K | 10.1 | 6/29/2021 | 000-54840 |
| 10.22 | Agreement to Amend and Restate Common Stock Purchase Warrant, dated July 14, 2021, and effective June 6, 2021, by and among Golden Matrix Group, Inc. and Knutsson Holdings AB | 8-K | 10.1 | 7/15/2021 | 000-54840 |
| 10.23 | Amended and Restated Common Stock Purchase Warrant to purchase 830,000 shares of common stock dated July 14, 2021, and effective June 6, 2021 | 8-K | 10.2 | 7/15/2021 | 000-54840 |
| 10.24 | Golden Matrix Group, Inc. 2022 Equity Incentive Plan | 8-K | 10.1 | 5/11/2022 | 001-41326 |
| 10.25 | Settlement and Mutual Release Agreement dated August 1, 2022, by and between Golden Matrix Group, Inc. and Mark Weir | 10-K | 10.34 | 1/30/2023 | 001-41326 |
| 10.26*** | First Amended and Restated Employment Agreement effective September 16, 2022, between Golden Matrix Group, Inc. and Anthony Brian Goodman | 8-K | 10.1 | 9/20/2022 | 001-41326 |
| 10.27*** | First Amended and Restated Employment Agreement effective September 16, 2022, between Golden Matrix Group, Inc. and Weiting ‘Cathy’ Feng | 8-K | 10.2 | 9/20/2022 | 001-41326 |
| 10.28*** | Form of Golden Matrix Group, Inc. Notice of Restricted Stock Grant and Restricted Stock Grant Agreement (2022 Equity Incentive Plan)(officer and employee awards – September 2022) | 8-K | 10.3 | 9/20/2022 | 001-41326 | |
| 10.29*** | Employment Agreement effective September 1, 2022, between Golden Matrix Group, Inc. and Brett Goodman | 8-K | 10.4 | 9/20/2022 | 001-41326 | |
| 10.30*** | Form of Stock Option Agreement – Brett Goodman (2018 Equity Incentive Plan) | 8-K | 10.5 | 9/20/2022 | 001-41326 | |
| 10.31 | Share Purchase Agreement dated October 17, 2022, and effective October 24, 2022, by and between Golden Matrix Group, Inc. and the Shareholders of GMG Assets Limited | 8-K | 10.1 | 10/27/2022 | 001-41326 | |
| 10.32*** | Consulting Agreement dated October 27, 2022, by and between Golden Matrix Group, Inc. and Aaron Richard Johnston | 8-K | 10.1 | 11/1/2022 | 001-41326 | |
| 10.33*** | Golden Matrix Group, Inc. RSU Award Grant Notice and RSU Award Agreement dated October 27, 2022 (2022 Equity Incentive Plan)(Aaron Richard Johnston, Consulting Agreement - October 2022) | 8-K | 10.2 | 11/1/2022 | 001-41326 | |
| 10.34*** | Golden Matrix Group, Inc. Notice of Restricted Stock Grant and Restricted Stock Grant Agreement dated October 27, 2022 (2022 Equity Incentive Plan)(Aaron Richard Johnston, Consulting Agreement - October 2022) | 8-K | 10.3 | 11/1/2022 | 001-41326 | |
| 10.35*** | Software License Agreement between Elray Resources Inc. and Golden Matrix Group, Inc., effective December 1, 2022 | 8-K | 10.1 | 12/12/2022 | 001-41326 | |
| 10.36*** | Memorandum between Articulate Pty Ltd and Golden Matrix Group, Inc., dated October 14, 2022 | 10-K | 10.45 | 1/30/2023 | 001-41326 | |
| 14.1 | Code of Business Conduct and Ethics | 8-K | 14.1 | 10/28/2020 | 001-41326 | |
| 21.1 | Subsidiaries* | x | ||||
| 23.1 | Consent of M&K CPAS, PLLC* | x | ||||
| 24.1 | Power of Attorney (included on the Signatures page of this Report on Form 10-K).* | |||||
| 31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act* | x | ||||
| 31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act* | x | ||||
| 32.1 | Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act** | x | ||||
| 32.2 | Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act** | x | ||||
| 99.1 | Audit Committee Charter | 8-K | 99.1 | 1/28/2021 | 000-54840 | |
| 99.2 | Compensation Committee Charter | 8-K | 99.3 | 8/27/2020 | 000-54840 | |
| 99.3 | Nominating and Corporate Governance Committee Charter | 8-K | 99.4 | 8/27/2020 | 000-54840 | |
| 99.4 | Corporate Disclosure Policy | 8-K | 99.1 | 4/23/2021 | 000-54840 | |
| 97.1 | Golden Matrix Group, Inc., Policy for the Recovery of Erroneously Awarded Incentive-Based Compensation | 8-K | 10.1 | 9/28/2023 | 000-54840 | |
| 101.INS* | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | x | ||||
| 101.SCH* | XBRL Taxonomy Extension Schema Document | x | ||||
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | x | ||||
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | x | ||||
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document | x | ||||
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document | x | ||||
| 104* | Inline XBRL for the cover page of this Transition Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set | x | ||||
- Filed herewith.
** Furnished herewith.
*** Indicates management contract or compensatory plan or arrangement.
Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“[****]”) because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.
- A copy of any omitted schedule or Exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that Golden Matrix Group, Inc. may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or Exhibit so furnished.
£ Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2)(ii) of Regulation S-K. A copy of any omitted schedule or Exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that Golden Matrix Group, Inc. may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or Exhibit so furnished. Certain personal information which would constitute an unwarranted invasion of personal privacy has been redacted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.