10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2017

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

For the transition period from ______ to _______

Commission File Number 000-54840

Golden Matrix Group, Inc.

(Name of small business issuer in its charter)

Nevada	46-1814729
(State of incorporation)	(I.R.S. Employer Identification No.)

3651 Lindell Road, Ste D131

Las Vegas, NV, 89103

(Address of principal executive offices)

(917) 775-9689

(Registrant’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of June 7, 2017, there were 97,806, 673 shares of the registrant’s $0.00001 par value common stock issued and outstanding.

GOLDEN MATRIX GROUP, INC.*

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS (UNAUDITED)	4
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	18
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	21
ITEM 4.	CONTROLS AND PROCEDURES	21
PART II. OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	22
ITEM 1A.	RISK FACTORS	22
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	22
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	23
ITEM 4.	MINE SAFETY DISCLOSURES	23
ITEM 5.	OTHER INFORMATION	23
ITEM 6.	EXHIBITS	24

2

Special Note Regarding Forward-Looking Statements

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Golden Matrix Group, Inc. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we,""GMGI" "our," "us," the "Company," refers to Golden Matrix Group, Inc.

3

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GOLDEN MATRIX GROUP, INC.
Consolidated Balance Sheets (Unaudited)
	As of			As of
	April 30, 2017			July 31, 2016
	(Unaudited)			(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	23,797		$	2,296
Accounts receivable - related party		42,500			10,000
Total current assets		66,297			12,296
TOTAL ASSETS	$	66,297		$	12,296
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	22,219		$	35,945
Accounts payable - related party		323,651			78,447
Advance from shareholders		1,000			1,000
Accrued interest		135,741			259,169
Convertible notes payable, net of discount		43,524			395,655
Convertible notes payable , net- in default		139,895			515,845
Convertible notes payable - related party		795,712			767,914
Derivative liabilities- note conversion features		359,743			1,939,753
Total Current liabilities		1,821,485			3,993,738
TOTAL LIABILITIES	$	1,821,485		$	3,993,738
Shareholder's equity (deficit):
Preferred stock, Series A: $0.00001 par value; 19,999,000 shares authorized; none outstanding		-			-
Preferred stock, Series B: $0.00001 par value; 1,000 shares authorized; 1,000 and 1,000 shares issued and outstanding, respectively		-			-
Common stock: $0.00001 par value; 2,480,000,000 shares authorized; 93,187,906 and 2,597,806 shares issued and outstanding, respectively		932			26
Additional paid in capital		25,309,121			24,709,565
Stock payable		-			-
Accumulated other comprehensive loss		(683	)		(683	)
Retained earnings (accumulated deficit)		(27,064,558	)		(28,690,350	)
Total shareholders' equity (deficit)		(1,755,188	)		(3,981,442	)
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)	$	66,297		$	12,296

The accompanying notes are an integral part of these financial statements

4

GOLDEN MATRIX GROUP, INC. Consolidated Statements of Operations and Comprehensive Loss (Unaudited)
	Three months ended						Nine months ended
	April 30,						April 30,
	2017			2016			2017			2016
Sales- related party	$	30,000		$	-		$	90,000		$	-
Costs and expenses
Accounting and audit fees		4,000			4,534			36,400			9,961
Amortization expense		-			248,595			-			258,244
G&A expenses		-			370,794			50,299			1,142,859
G&A expenses- related party		57,031			4,651			189,317			4,651
Management fees		-			20,000			-			110,000
Professional fees		1,681			9,710			25,583			16,874
Total operating expenses		(62,712	)		(658,284	)		(301,599	)		(1,542,589	)
Loss from operations		(32,712	)		(658,284	)		(211,599	)		(1,542,589	)
Other income (expense)
Other income		-			-			-			21,151
Gain on extinguishment of debt		-			-			806,867			-
Fair value change of derivative liability		270,448			(20,900,753	)		1,414,761			(20,725,354	)
Interest on convertible notes		(37,508	)		(916,207	)		(384,237	)		(3,509,312	)
Total other income (expense)		232,940			(21,816,960	)		1,837,391			(24,213,515	)
Net Income (Loss)	$	200,228		$	(22,475,244	)	$	1,625,792		$	(25,756,104	)
Weighted average number of common shares outstanding -Basic		73,820,366			1,486,329			29,842,948			782,976
Weighted average number of common shares outstanding -Diluted		1,299,167,314			1,486,329			1,220,360,207			782,976
Net income/(loss) per common share - Basic	$	0.00		$	(15.12	)	$	0.05		$	(32.89	)
Net income/(loss) per common share - Diluted	$	0.00		$	(15.12	)	$	0.00		$	(32.89	)

The accompanying notes are an integral part of these financial statements

5

GOLDEN MATRIX GROUP, INC.
Consolidated Statements of Cash Flows
(Unaudited)
	Nine months ended
	April 30,
	2017			2016
Operating activities:
Net Income (Loss)		1,625,792			(25,756,104	)
Adjustment to reconcile net loss to net cash in operating activities
Amortization expense		315,206			3,767,556
Gain from change in fair value of derivative liability		(1,414,761	)		20,725,354
Gain on extinguishment of debt		(806,867	)		-
Changes in assets and liabilities:
(Increase) decrease in accounts receivable		(32,500	)		-
(Increase) decrease in loans receivable		-			13,576
(Decrease) increase in accounts payable and accrued liabilities		(11,508	)		36,592
(Decrease) increase in accounts payable - related party		246,204			-
(Decrease) increase in accrued interest		61,935			351,011
Net cash provided (used) in operating activities	$	(16,499	)	$	(862,065	)
Investing activities:
Purchase of intangible assets		-			(650,000	)
Net cash flows used in investing activities		-			(650,000	)
Financing activities:
Proceeds from convertible notes payable		38,000			845,000
Due to related party		-			12,000
Proceeds from loan payable		-			5,065
Common stock issued for asset purchase		-			650,000
Net cash provided by financing activities		38,000			1,512,065
Change in cash and cash equivalents		21,501			-
Cash and cash equivalents at the beginning of the period		2,296			-
Cash and cash equivalents at the end of the period	$	23,797		$	-
Supplementary disclosure for non-cash investing and financing activities
Common stock issued for conversion of debt	$	600,463		$	-
Debt discount from derivative liability	$	38,000		$	-
Note issued to acquire intangible asset	$	-		$	2,374,412

The accompanying notes are an integral part of these financial statements

6

GOLDEN MATRIX GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - BASIS OF PRESENTATION AND ACCOUNTING POLICIES

Golden Matrix Group, Inc. (“GMGI” or “Company”) was incorporated in the State of Nevada on June 4, 2008, under the name Ibex Resources Corp. The Company business at the time was mining and exploration of mineral properties. On August 31, 2009, the Company changed its name to Source Gold Corp. in order to reflect the focus of the Company. In April 2016, the Company changed its name to Golden Matrix Group, Inc., reflected the changing direction of the Company business to software technology.

The accompanying unaudited interim consolidated financial statements of Golden Matrix Group, Inc. (“GMGI” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report for the year ended July 31, 2016 on Form 10-K filed on November 15, 2016.

In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited consolidated financial statements for the most recent fiscal year ended July 31, 2016 have been omitted.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates.

Cash and Cash Equivalents

For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value.

Revenues

Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectability is probable.

Foreign Currency Translation

The Company’s functional currency is the US dollar as a substantial part of the Company’s operations is based in Arizona. IRC’s and NBI’s functional currency is the Canadian dollar. The functional currency of SB and Vulture is the US dollar as its activities are in the USA. The Company uses the United States dollar as its reporting currency for consistency with registrants of the Securities and Exchange Commission (“SEC”).

Assets and liabilities denominated in a foreign currency are translated into US dollar reporting currency at the exchange rate in effect at the balance sheet date and capital accounts are translated at historical rates. Income statement accounts are translated at the average rates of exchange prevailing during the period. Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date. Any exchange gains and losses are included in other comprehensive loss.

7

Earnings (Loss) Per Common Share

Basic net earnings (loss) per common share are computed by dividing net earnings (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.

The dilutive effect of outstanding stock options and warrants is reflected in diluted earnings per share by application of the treasury stock method. The dilutive effect of outstanding convertible securities is reflected in diluted earnings per share by application of the if-converted method.

Derivative Instruments

We review the terms of the common stock, warrants and convertible debt we issue to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.

Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any are then allocated to the host instruments themselves, usually resulting in those instruments being recorded as a discount from their face value.

Derivatives are measured at their fair value on the balance sheet. Changes in fair value are recorded in the statement of operation.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carry-forwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.

Comprehensive Loss

The Company is required to report comprehensive loss, which includes net loss as well as changes in equity from non-owner sources.

Fair Value of Financial Instruments

The Company measures its financial assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. A three-tier fair value hierarchy prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:

· Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

· Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable, such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

· Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one more significant inputs or significant value drivers are unobservable.

8

Our financial instruments include cash, accounts payable and accrued liabilities, notes payable, convertible notes payable, advances from shareholder, and derivative liabilities. The carrying values of these financial instruments approximate their fair value due to their short-term nature. The derivative liabilities are stated at their fair value as a level 3 measurement. The Company used a Black-Scholes model to determine the fair values of these derivative liabilities.

Stock-Based Compensation

The Company records stock based compensation in accordance with the guidance in ASC Topic 718 which requires the Company to recognize expense related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.

Stock based compensation for non-employees is accounted for using the Stock Based Compensation Topic of the FASB ASC 505. We use the fair value method for equity instruments granted to non-employees and will use the Black-Scholes model for measuring the fair value of options, if issued. The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods.

Subsequent Events

The Company evaluated subsequent events through the date these financial statements were issued for disclosure purposes.

Reclassification

Certain prior year amounts have been reclassified for consistency with the current period presentation.

Recent Issued Accounting Pronouncements

In May 2014, a pronouncement was issued that creates common revenue recognition guidance for U.S. GAAP and International Financial Reporting Standards. The new guidance supersedes most preexisting revenue recognition guidance. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, with an option to adopt the standard one year earlier. The new standard is to be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company is currently evaluating the impact of the new pronouncement on its financial statements.

In February 2016, a pronouncement was issued that creates new accounting and reporting guidelines for leasing arrangements. The new guidance requires organizations that lease assets to recognize assets and liabilities on the balance sheet related to the rights and obligations created by those leases, regardless of whether they are classified as finance or operating leases. Consistent with current guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease primarily will depend on its classification as a finance or operating lease. The guidance also requires new disclosures to help financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The new standard is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with early application permitted. The new standard is to be applied using a modified retrospective approach. The Company is currently evaluating the impact of the new pronouncement on its financial statements.

GMGI’s management does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements.

9

NOTE 2 - GOING CONCERN

The accompanying unaudited consolidated financial statements of GMGI have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company had a working capital deficit and accumulated deficit of $1,755,188 and $27,064,558 respectively, at April 30, 2017. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. Without realization of additional capital, it would be unlikely for GMGI to continue as a going concern. GMGI's management plans on raising cash from public or private debt or equity financing, on an as needed basis, and in the longer term, revenues from the gambling business. GMGI's ability to continue as a going concern is dependent on these additional cash financings, and, ultimately, upon achieving profitable operations through the development of its gambling business.

NOTE 3 - CONVERTIBLE NOTES PAYABLES

Convertible notes payable at April 30, 2017 and July 31, 2016 consisted of the following:

	April 30,			July 31,
	2017			2016
Promissory Note #2		30,000			30,000
Promissory Note #31- in default		10,320			23,741
Promissory Note #39 - in default		-			12,969
Promissory Note #42 - in default		430			13,955
Promissory Note #44 - in default		13,400			25,000
Promissory Note #45 - in default		28,285			28,285
Promissory Note #46 - in default		33,000			33,000
Promissory Note #50 - in default		-			313,145
Promissory Note #52		-			211,945
Promissory Note #59 - in default		54,460			219,460
Promissory Note #68-Related party		795,712			1,045,712
Promissory Note #69		38,000			-
Notes payable, principal	$	1,003,607		$	1,957,212
Debt discount		(24,476	)		(277,798	)
Notes payable, net of discount		979,131			1,679,414
Accrued interest		135,741			259,169
Total notes payable	$	1,114,872		$	1,938,583

Promissory Note #2

On March 19, 2012, the Company received $30,000 cash from the issuance of a convertible promissory note in the amount of $30,000. The promissory note is unsecured, interest free and repayable upon demand.

The note may be converted at the option of the holder into Common stock of the Company. The fixed conversion price is $0.01 per share. Accordingly the note may be converted into 3,000,000 common shares of the Company.

The Company determined that this Promissory note should be accounted for in accordance with FASB ASC 470-20 which addresses “Accounting for Convertible Securities with Beneficial Conversion Features”. The beneficial conversion feature is calculated at its intrinsic value (that is, the difference between the conversion price $0.01 and the fair value of the common stock into which the debt is convertible at the commitment date (per share being $0.08), multiplied by the number of shares into which the debt is convertible. The valuation of the beneficial conversion feature recorded cannot be greater than the face value of the note issued.

10

Promissory Note #31

On March 17, 2014, the Company received funding pursuant to a convertible promissory note in the amount of $26,500. The promissory note is unsecured, bears interest at 8% per annum, and matures on March 17, 2015. The holder has the right after a period of 180 days to convert the balance outstanding into the Company’s common stock at a rate equal to 50% of the lowest closing prices during the ten trading days prior to the conversion date.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $42,329 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.

During nine months ended April 30, 2017, the Company issued 4,733,877 common shares upon the conversion of $13,421 in principal and $6,514 in interest. During the nine months ended April 30, 2017, the Company accrued $2,645 (April 30, 2016 $4,774) in interest expense. As of April 30, 2017, principal balance of this note was $10,320. This note is currently in default and has a default interest rate of 24% per annum.

Promissory Note #39

On May 19, 2014, the Company received funding pursuant to a convertible promissory note in the amount of $25,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on May 19, 2015. Any principal amount not paid by the maturity date bears interest at 16% per annum.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $32,007 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.

During nine months ended April 30, 2017, the Company issued 620,473 common shares upon the conversion of $12,969 in principal and $4,771 in interest, and $15,969 of the derivative liability was re-classified as additional paid in capital upon conversion. During the nine months ended April 30, 2017, the Company accrued $325 (April 30, 2017 $2,811) in interest expense. As of April 30, 2017, principal balance of this note was $0 (April 30, 2016 $22,969).

Promissory Note #42

On June 6, 2014, the Company received funding pursuant to a convertible promissory note in the amount of $25,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on June 6, 2015. The holder has the right after a period of 180 days to convert the balance outstanding into the Company’s common stock at a rate equal to 60% of the lowest closing prices during the ten trading days prior to the conversion date.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $33,550 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.

11

During the nine months ended April 30, 2017, the Company issued 1,054,799 common shares upon the conversion of $13,525 in principal and $3,466 in interest. During the nine months ended April 30, 2017, the Company accrued $315 (April 30, 2016 $2,759) in interest expense. As of April 30, 2017, principal balance of this note was $430 (April 30, 2016 $21,000). This note is currently in default and has a default interest rate of 16% per annum.

Promissory Note #44

On July 2, 2014, the Company received funding pursuant to a convertible promissory note in the amount of $25,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on July 2, 2015.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $40,725 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.

During the nine months ended April 30, 2017, the Company issued 1,531,458 common shares upon the conversion of $11,600 in principal and $2,183 in interest. During the nine months ended April 30, 2017, the Company accrued $1,805 (April 30, 2016 $3,003) in interest expense. As of April 30, 2017, principal balance of this note was $13,400 (April 30, 2016 $25,000). This note is currently in default and has a default interest rate of 16% per annum.

Promissory Note #45

On July 9, 2014, the Company arranged a debt swap for $75,000 which was transferred to LG Capital Funding, LLC. The promissory note is unsecured, bears interest at 8% per annum and matures on July 9, 2015. The holder has the right after a period of 180 days to convert the balance outstanding into the Company’s common stock at a rate equal to 50% of the lowest closing prices during the ten trading days prior to the conversion date.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $202,937 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.

As of April 30, 2017, principal balance of this note was $28,285 (April 30, 2016 $29,500). During the nine months ended April 30, 2017, the Company accrued $3,386 (April 30, 2016 $4,250) in interest expense. This note is currently in default and has a default interest rate of 16% per annum.

Promissory Note #46

On July 9, 2014, the Company received funding pursuant to a convertible promissory note in the amount of $33,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on July 9, 2015. The holder has the right after a period of 180 days to convert the balance outstanding into the Company’s common stock at a rate equal to 50% of the lowest closing prices during the ten trading days prior to the conversion date.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $130,556 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.

As of April 30, 2017, principal balance of this note was $33,000 (April 30, 2016 $33,000). During the nine months ended April 30, 2017, the Company accrued $3,949 (April 30, 2016 $3,964) in interest expense. This note is currently in default and has a default interest rate of 16% per annum.

12

Promissory Note #50

On December 31, 2014 the Company entered into a Convertible Promissory Note with Direct Capital Group, Inc. in the sum of $360,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on July 1, 2015. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .00001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. On April 27, 2016, the Company transferred the note to N600PG, LLC. (“N600PG”).

On September 22, 2016, the Company entered into a Cancellation and Release Agreement with Direct Capital Group, Inc. (“Direct”) and N600PG, LLC. (“N600PG”). As of September 22, 2016, principal balance of $313,145 accrued interest of $96,092 was recorded.

In terms of Cancellation and Release Agreement, Direct and N600PG agreed to cancel the convertible promissory note with the Company. In consideration for the cancellation of the convertible promissory notes and in terms of the Asset Purchase Agreement dated February 22, 2016, the Company has agreed to transfer ownership of mining claims held in the Company’s name. It was also agreed by both the Company and Direct that Direct shall release all future claims to subsequent conversions of the Notes and the Company will have no further obligation to Direct under those Convertible Notes and Direct shall be forever barred from seeking further conversions or claiming obligations of the Company under the Convertible Notes.

Promissory Note #52

On April 30, 2015 the Company entered into a Convertible Promissory Note with Direct Capital Group, Inc. in the sum of $240,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on October 30, 2015. Any principal amount not paid by the maturity date bears interest at 22% per annum.

On April 30, 2015, interest expense relating to the beneficial conversion feature of this convertible note of $240,000 was recorded in the financial statements, with a corresponding increase to additional paid in capital. During the life of the promissory note, the debt discount was accreted to the statement of operations.

On January 19, 2016, the note was reassigned to Rockwell Capital Partners. At any time the note may be converted at the option of the holder into Common stock of the Company. The conversion price is 50% of the market price, where market price is defined as “the lowest closing price on any day with a fifteen day look back”. On 18th April 2016, Rockwell Capital Partners reassigned $165,000 of the original note back to Direct Capital Group, Inc.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $479,999 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.

On September 22, 2016, the Company entered into a Cancellation and Release Agreement with Direct Capital Group, Inc. (“Direct”). In terms of Cancellation and Release Agreement Direct agreed to cancel the convertible promissory note with the Company totalling $198,530. In consideration for the cancellation of the convertible promissory notes and in terms of the Asset Purchase Agreement dated February 22, 2016, the Company has agreed to transfer ownership of mining claims held in the Company’s name. It was also agreed by both the Company and Direct that Direct shall release all future claims to subsequent conversions of the Notes and the Company will have no further obligation to Direct under those Convertible Notes and Direct shall be forever barred from seeking further conversions or claiming obligations of the Company under the Convertible Notes.

On March 18, 2017, the Company agreed to settle a dispute regarding a claim by Rockwell that GMGI, was liable for damages and penalty interest. In this settlement the Company reached an agreement to pay Rockwell $12,000 in full and final settlement of all interest and any damages claimed. The Company made no admissions regarding the penalties claimed by Rockwell which may have been caused by the change in Transfer Agents.

13

During the nine months ended April 30, 2017, the Company issued 48,433,334 common shares upon the conversion of $48,866 in principal and $9,824 in interest. As of April 30, 2017, principal balance of this note was $0 (April 30, 2016 $221,493).

Promissory Note #59

On July 31, 2015 the Company entered into a Convertible Promissory Note with Direct Capital Group, Inc. in the sum of $240,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on January 31, 2016. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par$0.00001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. On July 21, 2016, $25,000 was reassigned to Istvan Elek. At any time the note may be converted at the option of the holder into Common stock of the Company. The conversion price is 50% of the market price, where market price is defined as “the lowest closing price on any day with a fifteen day look back”.

A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance.

On July 31, 2015, interest expense relating to the beneficial conversion feature of this convertible note of $0 was recorded in the financial statements, with a corresponding increase to additional paid in capital.

On September 22, 2016, the Company entered into a Cancellation and Release Agreement with Direct Capital Group, Inc. (“Direct”). In terms of Cancellation and Release Agreement Direct agreed to cancel the convertible promissory note with the Company totaling $183,157. In consideration for the cancellation of the convertible promissory notes and in terms of the Asset Purchase Agreement dated February 22, 2016, the Company has agreed to transfer ownership of mining claims held in the Company’s name. It was also agreed by both the Company and Direct that Direct shall release all future claims to subsequent conversions of the Notes and the Company will have no further obligation to Direct under those Convertible Notes and Direct shall be forever barred from seeking further conversions or claiming obligations of the Company under the Convertible Notes.

As of April 30, 2017, principal balance of this note was $54,460 (April 30, 2016 $240,000). This note is currently in default.

Promissory Note #68

On March 1, 2016 the Company entered into a convertible promissory note with Luxor Capital, LLC in the amount of $2,374,712. The promissory note is unsecured, bears interest at 6% per annum, and matures on March 1, 2017.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $2,330,680 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.

During the nine months ended April 30, 2017, the Company issued 34,113,061 common shares upon the conversion of $250,000 in principal, and $50,399 of the derivative liability was re-classified as additional paid in capital upon conversion. During the nine months ended April 30, 2017, the Company accrued $43,099 (April 30, 2016 $23,422) in interest expense. As of April 30, 2017, principal balance of this note was $795,712 (April 30, 2016 $2,374,712). This note is currently in default. The default had no effect on the note’s interest rate.

14

Promissory Note #69

On January 11, 2017 the Company entered into a convertible promissory note with in the amount of $38,000. The promissory note bears interest at 8% per annum, and matures on October 28, 2017.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $61,883 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.

As of April 30, 2017, principal balance of this note was $38,000 (April 30, 2017 $0). During the nine months ended April 30, 2017, the Company accrued $833 (April 30, 2016 $0) in interest expense.

NOTE 4 - DERIVATIVE LIABILITIES

The Company issued financial instruments in the form of convertible notes with embedded conversion features. Some of the convertible notes payable have conversion rates, which are indexed to the market value of the Company’s stock price.

During the nine months ended April 30, 2017 and 2016, the Company recorded derivative liabilities for embedded conversion features related to convertible notes payable of face value $61,883 and $5,681,471 respectively. During the nine months ended April 30, 2017 and 2016, $377,199 and $33,823 respectively of convertible notes payable principal and accrued interest was converted into common stock of the Company. For the nine months ended April 30, 2017 and 2016, the Company performed a final mark-to-market adjustment for the derivative liability related to the convertible notes of and the carrying amount of the derivative liability related to the conversion feature of $227,132 and $58,771 respectively, was re-classed to additional paid in capital on the date of conversion in the statement of shareholders’ deficit. During the nine months ended April 30, 2017 and 2016, the Company recognized a gain of $1,414,761 and a loss of $20,725,354 respectively, based on the change in fair value (mark-to-market adjustment) of the derivative liability associated with the embedded conversion features in the accompanying statement of operations.

These derivative liabilities have been measured in accordance with fair value measurements, as defined by ASC 820. The valuation assumptions are classified within Level 1 and Level 2 inputs. The following table represents the Company’s derivative liability activity for the embedded conversion features discussed above.

The following table represents the Company’s derivative liability activity for the embedded conversion features discussed above:

	April 30,			July 31,
	2017			2016
Balance, beginning of period	$	1,939,753		$	322,029
Initial recognition of derivative liability		61,883			3,754,182
Conversion of derivative instruments to Common Stock		(227,132	)		(5,095,929	)
Mark-to-Market adjustment to fair value		(1,414,761	)		2,959,473
Balance, end of period	$	359,743		$	1,939,753

NOTE 5 - COMMITMENTS AND CONTINGENCIES

Legal Proceedings

From time to time, we may be party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not involved currently in legal proceedings other than those detailed below that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations. We may become involved in material legal proceedings in the future.

15

NOTE 6 - RELATED PARTY TRANSACTIONS

All related party transactions have been recorded at the exchange value which was the amount of consideration established and agreed to by the related parties.

On February 22, 2016, the Company entered into an Asset Purchase Agreement with Luxor Capital, LLC, which is wholly owned by Anthony Goodman. The Company purchased a Certain Gaming IP, along with the “know how” of that Gaming IP from Luxor. Pursuant to the Asset Purchase Agreement, 11,112 shares of common stock have been issued to Luxor Capital, LLC and its designed party.

On April 1, 2016, the Company entered into a Services Agreement with Articulate Pty Ltd, which is wholly owned by the director of the Company, for consulting services. Pursuant to the agreement Articulated would receive $4,500 per month ending for services rendered plus reimbursement of the Company's expenses. The agreement may be terminated by either party upon 30 days written notice. During nine months ended April, 2017 and 2016, general and administrative expense related to this service was $189,317 and $9,151, respectively. As of April 30, 2017, the Company has a $323,651 payable to Articulate.

On June 1, 2016, the Company entered a distribution usage rights agreement with Globaltech Software Services LLC. (“Globaltech”), a company in which the Chief Executive Officer has an interest, the Company agreed to provide the rights of usage to its Credit Management system, Social Gaming systems and Technology. During nine months ended April 30, 2017 and 2016, revenue from Globaltech was $90,000 and $0, respectively. As of April 30, 2017, the Company had a $42,500 accounts receivable to Globaltech.

NOTE 7 - EQUITY

Preferred Stock

The Company authorized the creation of 20,000,000 shares of it $0.00001 par value preferred stock.

On August 10, 2015, the Company’s Board of Directors authorized the creation of 1,000 shares of Series B Voting Preferred Stock. The holder of the shares of the Series B Voting Preferred Stock has the right to vote those shares of the Series B Voting Preferred Stock regarding any matter or action that is required to be submitted to the shareholders of the Company for approval. The vote of each share of the Series B Voting Preferred Stock is equal to and counted as 4 times the votes of all of the shares of the Company’s (i) common stock, and (ii) other voting preferred stock issued and outstanding on the date of each and every vote or consent of the shareholders of the Company regarding each and every matter submitted to the shareholders of the Company for approval.

On August 10, 2015, the Company filed a Certificate of Designation with the Nevada Secretary of State creating the 1,000 shares of Series B Voting Preferred Stock

On August 14, 2015, the Company issued 1,000 shares of Series B Voting Preferred Stock to Santa Rosa Resources, representing 100% of the total issued and outstanding shares of the Company’s Series B Voting Preferred Stock.

On April 3, 2016, the Company cancelled 1,000 shares of Series B Voting Preferred Stock to Santa Rosa Resources and a new certificate issued in the name of Luxor Capital LLC in the amount of 1,000 Series B shares.

As of April 30, 2017, 19,999,000 Series A preferred shares and 1,000 Series B preferred shares of par value $0.00001 were authorized, of which 0 Series A shares were issued and outstanding, ( 0 shares as of April 30, 2016), 1,000 Series B shares were issued and outstanding, (1,000 preferred shares issued and outstanding as of April 30, 2016).

16

Common Stock

The Company authorized the creation of 2,480,000,000 shares of its $0.00001 par value common stock.

On October 15, 2015, the Company effectuated a 1 for 2,000 reverse stock split, thereby reducing the issued and outstanding shares of common stock from 3,472,433,130 prior to the reverse split to 1,736,217 following the reverse split. An additional 1,043 shares were issued due to no fractional shares used as a result of the reverse stock split.

On November 6, 2015, the Company purchased all data and rights to the “We Buy Gold” website from Santa Rosa Resources. The Company issued 223 shares of common stock on November 6, 2015 and 223 shares of common stock on December 7, 2015, with a total value equal to $1,800,000.

On March 9, 2016, the Company’s Board of Directors approved 1 for 1,500 reverse split for the Company’s authorized, issued and outstanding shares of common stock. The reverse stock split was effective on April 7, 2016 upon approval of shareholders holding a majority of the voting stock.

On December 5, 2016, the Company’s Board of Directors approved 1 for 150 reverse split for the Company’s authorized, issued and outstanding shares of common stock, reducing the number of authorized shares to 19,866,667. The reverse stock split was effective on January 9, 2017 upon approval of shareholders holding a majority of the voting stock. On January 17, 2017, the authorized number of shares of common stock was increased to 2,480,000,000.

During the nine months ended April 30, 2017, the Company issued 90,591,101 shares of common stock for the conversion of various convertible notes of $348,461 in principal and $28,738 in interest (see Note 4).

As of April 30, 2017, 2,480,000,000 common shares of par value $0.00001 were authorized, of which 93,187,906 shares were issued and outstanding.

NOTE 8 - CONCENTRATION

The Company’s revenues for the nine months ended April 30, 2017 were from one related party. As of April 30, 2017, the aggregate amount due from this related party was $42,500.

All of the Company’s revenues for the nine month ended April 30, 2017 were from Globaltech Software Services LLC. (“Globaltech”), a company in which the Chief Executive Officer has an interest, the Company agreed to provide the rights of usage to its credit management system, social gaming systems and technology.

NOTE 9 - SUBSEQUENT EVENTS

Subsequent to April 30, 2017, The Company issued 4,618,767 shares of common stock for conversion of $1,800 note principal and $471 interest.

17

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

The following discussion and analysis summarizes the significant factors affecting our consolidated results of operations, financial condition and liquidity position for the three months ended April 30, 2017. This discussion and analysis should be read in conjunction with our audited financial statements and notes thereto included in our Annual Report on Form 10-K for our year-ended July 31, 2017 and the consolidated unaudited financial statements and related notes included elsewhere in this filing. The following discussion and analysis contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward looking statements, including without limitation, statements related to our plans, strategies, objectives, expectations, intentions and adequacy of resources. Investors are cautioned that such forward-looking statements involve risks and uncertainties including without limitation the following: (i) our plans, strategies, objectives, expectations and intentions are subject to change at any time at our discretion; (ii) our plans and results of operations will be affected by our ability to manage growth; and (iii) other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission.

In some cases, you can identify forward-looking statements by terminology such as ‘‘may,’’ ‘‘will,’’ ‘‘should,’’ ‘‘could,’’ ‘‘expects,’’ ‘‘plans,’’ ‘‘intends,’’ ‘‘anticipates,’’ ‘‘believes,’’ ‘‘estimates,’’ ‘‘predicts,’’ ‘‘potential,’’ or ‘‘continue’’ or the negative of such terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of such statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We are under no duty to update any of the forward-looking statements after the date of this Report.

Overview

Golden Matrix Group, Inc. (“GMGI” or “Company”) was incorporated in the State of Nevada on June 4, 2008, under the name Ibex Resources Corp. The Company business at the time was mining and exploration of mineral properties. In October 2009, the Company changed its name to Source Gold Corp. remaining in the business of acquiring exploration and development stage mineral properties. In April 2016, the Company changed its name to Golden Matrix Group, Inc., changing the direction of the Company business to focus on software technology.

On October 15, 2015, the Company effectuated a 1 for 2,000 reverse stock split, thereby reducing the issued and outstanding shares of common stock from 3,472,433,130 prior to the reverse split to 1,736,217 following the reverse split.

On February 18, 2016, Edward Aruda, our Chief Executive Officer, Secretary, Treasurer and Director tendered his resignation as CEO, Secretary and Treasurer. On April 8, 2016 Edward Aruda announced his resignation as a Director of the Company. Mr. Aruda’s resignation was not due to any disagreement on any matter relating to the operations, policies, or practices of the Company. Also on February 18, 2016, the Board of Directors appointed Mr. Anthony Brian Goodman Chief Executive Officer, President, Secretary, Treasurer, and Chairman of the Board of Directors, and appointed Ms. Weiting Feng as Chief Financial Officer and Director of the Company.

On February 22, 2016, the Company entered into an Asset Purchase Agreement with Luxor Capital, LLC, a Nevada limited liability corporation. The Company purchased a certain Gaming IP, along with the “know how” of that Gaming IP from Luxor. In consideration for the purchase, the Company agreed to issue 11,112 shares of the Company’s Common Stock and a Convertible Promissory Note in the amount of $2,374,712. On February 26, 2016, 11,112 shares were issued to Luxor Capital, LLC.

18

On March 9, 2016, the Company's Board of Directors approved 1 for 1,500 reverse split for the Company's issued and outstanding shares of common stock. The reverse stock split was effective on April 7, 2016 upon approval of shareholders holding a majority of the voting stock.

On April 1, 2016, the Company entered a services agreement with Articulate Pty Ltd (“Articulate”), to assist the Company in developing, marketing, and supporting services.

On May 25, 2016, the Company entered into a Cancellation and Release Agreement with the Note Holders, whom held notes pursuant to agreements made with previous management, in the amount totaling $2,693,697, and in exchange for the return of mining claims held by the Company.

On June 1, 2016, the Company entered a distribution usage rights agreement with Globaltech Software Services LLC. (“Globaltech”), the Company agreed to provide the rights of usage to its Credit Management system, Social Gaming systems and Technology. This agreement not only brings operating revenue to the Company, but also solidifies the expertise in the social gaming market.

On September 22, 2016, the Company entered into a Cancellation and Release Agreement with the Note Holders, whom held notes pursuant to agreements made with previous management, in the amount totaling $709,336, and in exchange for the return of mining claims held by the Company. The Company no longer has any mining Assets. All Mining Claims and Assets were disposed of, or transferred in exchange of the cancellation of Convertible Notes held by various Note Holders.

On January 9, 2017, the Company effectuated a 1 for 150 reverse stock split, thereby reducing the issued and outstanding shares of common stock to 10,164,065 following the reverse split.

On January 17, 2017, the authorized number of shares of common stock was increased to 2,480,000,000.

On January 11, 2017, the Company entered into a convertible promissory note with Power Up Lending Group Ltd (“Power Up”) for $38,000. The note bears interest at 8% and matures on October 28, 2017.

Plan of Operation

GMGI has changed the direction of the Company business to focus on software technology.

Whilst there are a number of companies that provide similar products for social online gaming operators, the Company has unique IP and is focused on the Asian market. The unique technology, company’s location, focused resources and experience in this market provide the Company with a distinct advantage over other company’s located in other parts of the world and having limited experience in Asia.

Results of Operations

Three months ended April 30, 2017 compared to the three months ended April 30, 2016.

Revenues

We generated $30,000 revenues during the three months ended April 30, 2017 compared to $0 for the three months ended April 30, 2016. Revenues for the three months ended April 30, 2017 was related to the social online gaming systems provided to customers.

Operating Expenses

Operating expenses for the three months ended April 30, 2017 and April 30, 2016 were $62,712 and $658,284 respectively. Operating expenses consisted primarily of consulting fees, management fees, legal fees and accounting and audit fees. The decrease was primarily attributable to the change of business direction from mining to software technology.

19

Interest Expense

During the three months ended April 30, 2017 and 2016, interest expense was $37,508 and $916,207, respectively. The decrease of interest expense was mainly due to cancellation on convertible debt.

Unrealized Gain on Derivative Liabilities - Note Conversion Feature

Unrealized gain on derivative liabilities - note conversion feature was $270,448 for the three months ended April 30, 2017 compared to loss of $20,900,753 for the three months ended April 30, 2016. The change was primarily resulted from the fluctuation of the Company’s stock price.

Net Loss

We had net income of $200,228 and a net loss of $22,475,244 for the three months ended April 30, 2017 and 2016, respectively. The decrease of net loss in 2017 was as a result of the items discussed above.

Nine months ended April 30, 2017 compared to the nine months ended April 30, 2016.

Revenues

We generated $90,000 revenues during the nine months ended April 30, 2017 compared to $0 for the nine months ended April 30, 2016. Revenues for the nine months ended April 30, 2017 was related to the social online gaming systems provided to customers.

Operating Expenses

Operating expenses for the nine months ended April 30, 2017 and April 30, 2016 were $301,599 and $1,542,589, respectively. Operating expenses consisted primarily of consulting fees, management fees, legal fees and accounting and audit fees. The decrease was primarily attributable to the change of business direction from mining to software technology.

Interest Expense

During the nine months ended April 30, 2017 and 2016, interest expense was $384,237 and $3,509,312, respectively. The decrease of interest expense was mainly due to cancellation on convertible debt.

Unrealized Gain on Derivative Liabilities - Note Conversion Feature

Unrealized gain on derivative liabilities - note conversion feature was $1,414,761 for the nine months ended April, 2017 compared to a loss of $20,725,354 for the nine months ended April 30, 2016. The change was primarily resulted from the fluctuation of the Company’s stock price.

Net Loss

We had a net income of $1,625,792 and a net loss of $25,756,104 for the nine months ended April 30, 2017 and 2016 respectively. The decrease of net loss in 2017 was as a result of the items discussed above.

Liquidity and Capital Resources

The Company had $23,797 in cash at April 30, 2017.

During the nine months ended April 30, 2017, cash provided (used) in operating activities was $16,499 compared to $862,065 for the nine months ended April 30, 2016. The change in the amounts of cash used for operating activities was primarily due to the noncash expenses relating to the interest on convertible notes.

20

During the nine months ended April 30, 2017 cash used in investing activities was $0 compared to $650,000 for the nine months ended April 30, 2016.

During the nine months ended April 30, 2017, cash provided by financing activities was $38,000 compared to $1,512,065 for the nine months ended April 30, 2016.

Material Events and Uncertainties

Our operating results are difficult to forecast. Our prospects should be evaluated in light of the risks, expenses and difficulties commonly encountered by comparable development stage companies.

There can be no assurance that we will successfully address such risks, expenses and difficulties.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of July 31, 2016, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Please refer to our Annual Report on Form 10-K as filed with the SEC on November 15, 2016 for a complete discussion relating to the foregoing evaluation of Disclosures and Procedures.

Changes in Internal Control over Financial Reporting

Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.

The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.

21

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company has no known legal disputes at this time.

ITEM 1A. RISK FACTORS

A wide range of risks may affect our business and financial results, now and in the future;

All of the Company’s revenue for the nine months ended April 30, 2017 were from Globaltech Software Services LLC, a company in which the Chief Executive Officer has an interest. As of April 30, 2017, the aggregate amount due from this related party was $42,500.

We consider the risks described above to be the most significant. There may be other currently unknown or unpredictable economic, business, competitive, regulatory or other factors that could have material adverse effects on our business of future results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

1. Quarterly Issuances:

On January 31, 2017, the holder of a convertible note converted $3,360 of principal into 2,400,000 shares of common stock. The shares were issued on February 1, 2017

On February 3, 2017, the holder of a convertible note converted $3,000 of principal into 2,400,000 shares of common stock.

On February 8, 2017, the holder of a convertible note converted $2,470 of principal into 2,600,000 shares of common stock.

On February 10, 2017, the holder of a convertible note converted $2,080 of principal into 2,600,000 shares of common stock.

On February 16, 2017, the holder of a convertible note converted $1,820 of principal into 2,600,000 shares of common stock.

On February 21, 2017, the holder of a convertible note converted $2,100 of principal into 3,000,000 shares of common stock.

On February 27, 2017, the holder of a convertible note converted $1,800 of principal into 3,000,000 shares of common stock.

On March 3, 2017, the holder of a convertible note converted $1,920 of principal into 3,200,000 shares of common stock.

22

On March 14, 2017, the holder of a convertible note converted $1,980 of principal into 3,300,000 shares of common stock.

On March 16, 2017, the holder of a convertible note converted $1,925 of principal into 3,500,000 shares of common stock.

On March 20, 2017, the holder of a convertible note converted $1,980 of principal into 3,600,000 shares of common stock.

On March 23, 2017, the holder of a convertible note converted $1,900 of principal into 3,800,000 shares of common stock.

On March 29, 2017, the holder of a convertible note converted $2,100 of principal into 4,200,000 shares of common stock.

On April 3, 2017, the holder of a convertible note converted $1,540 of principal into 4,400,000 shares of common stock.

2. Subsequent Issuances:

Subsequent to April 30, 2017, The Company issued 4,618,767 shares of common stock for conversion of $1,800 note principal and $471 interest.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

The Company has no senior securities outstanding.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

None.

23

ITEM 6. EXHIBITS

Number	Exhibit Description
3.1	Articles of Incorporation of Golden Matrix Group, Inc. *
3.2	Bylaws of Golden Matrix Group, Inc.*
31.1	Certificate of principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certificate of principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certificate of principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certificate of principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101	Interactive data files pursuant to Rule 405 of Regulation S-T

_________

*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

24

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 

	GOLDEN MATRIX GROUP, INC
Dated: June 13, 2017	By:	/s/ Anthony Goodman
		Anthony Goodman
		President, Chief Executive Officer, Secretary, Treasurer and Chairman

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.

Dated: June 13, 2017	By:	/s/ Anthony Goodman
		Anthony Goodman
	Its:	Chief Executive Officer
Dated: June 13, 2017	By:	/s/ Weiting Feng
		Weiting Feng
	Its:	Chief Financial Officer

25

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Anthony Goodman, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Golden Matrix Group, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles;
c)	evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: June 13, 2017	By:	/s/ Anthony Goodman
		Anthony Goodman
		President, Chief Executive Officer,
		Secretary, Treasurer and Chairman

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Weiting Feng, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Golden Matrix Group, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles;
c)	evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: June 13, 2017	By:	/s/ Weiting Feng
		Weiting Feng
		Chief Financial Officer and Director

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Anthony Goodman, Chief Executive Officer of Golden Matrix Group, Inc. (the "Company"), certify, pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	the Quarterly Report on Form 10-Q of the Company for the period ended April 30, 2017 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
(2)	the information contained in the Report fairly presents, in all material respects, the consolidated financial condition and results of operations of the Company.

Dated: June 13, 2017	By:	/s/ Anthony Goodman
		Anthony Goodman
		President, Chief Executive Officer, Secretary, Treasurer and Chairman

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Weiting Feng, Chief Financial Officer of Golden Matrix Group, Inc. (the "Company"), certify, pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	the Quarterly Report on Form 10-Q of the Company for the period ended April 30, 2017 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
(2)	the information contained in the Report fairly presents, in all material respects, the consolidated financial condition and results of operations of the Company.

Dated: June 13, 2017	By:	/s/ Weiting Feng
		Weiting Feng
		Chief Financial Officer and Director

XML

Document and Entity Information - shares	9 Months Ended
	Apr. 30, 2017	Jun. 07, 2017
Document And Entity Information
Entity Registrant Name	Golden Matrix Group, Inc.
Entity Central Index Key	0001437925
Document Type	10-Q
Document Period End Date	Apr. 30, 2017
Amendment Flag	false
Current Fiscal Year End Date	--07-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		97,806,673
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2017

XML

Consolidated Balance Sheets - USD ($)	Apr. 30, 2017	Jul. 31, 2016
Current assets:
Cash and cash equivalents	$ 23,797	$ 2,296
Accounts receivable - related party	42,500	10,000
Total current assets	66,297	12,296
TOTAL ASSETS	66,297	12,296
Current liabilities:
Accounts payable and accrued liabilities	22,219	35,945
Accounts payable - related party	323,651	78,447
Advances from shareholders	1,000	1,000
Accrued interest	135,741	259,169
Convertible notes payable, net of discount	43,524	395,655
Convertible notes payable , net - in default	139,895	515,845
Convertible notes payable - related party	795,712	767,914
Derivative liabilities - note conversion features	359,743	1,939,753
Total Current liabilities	1,821,485	3,993,738
TOTAL LIABILITIES	1,821,485	3,993,738
Shareholder's equity (deficit):
Common stock: $0.00001 par value; 2,480,000,000 shares authorized; 93,187,906 and 2,597,806 shares issued and outstanding, respectively	932	26
Additional paid in capital	25,309,121	24,709,565
Stock payable
Accumulated other comprehensive loss	(683)	(683)
Retained earnings (accumulated deficit)	(27,064,558)	(28,690,350)
Total shareholders' equity (deficit)	(1,755,188)	(3,981,442)
TOTAL LIABILITIES & STOCKHOLDERS EQUITY (DEFICIT)	66,297	12,296
Series A Preferred Stock [Member]
Shareholder's equity (deficit):
Preferred stock, value
Series B Preferred Stock [Member]
Shareholder's equity (deficit):
Preferred stock, value

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares	Apr. 30, 2017	Dec. 05, 2016	Jul. 31, 2016	Apr. 30, 2016	Dec. 07, 2015	Nov. 06, 2015	Oct. 15, 2015	Aug. 14, 2015	Aug. 10, 2015
Stockholder's Deficit
Preferred stock, par value	$ 0.00001		$ 0.00001
Preferred stock, shares authorized	20,000,000		20,000,000
Common stock, par value	$ 0.00001		$ 0.00001
Common stock, shares authorized	2,480,000,000	19,866,667	2,480,000,000
Common stock, shares issued	93,187,906		2,597,806		223	223	3,472,433,130
Common stock, shares outstanding	93,187,906		2,597,806				3,472,433,130
Series A Preferred Stock [Member]
Stockholder's Deficit
Preferred stock, par value	$ 0.00001		$ 0.00001
Preferred stock, shares authorized	19,999,000		19,999,000
Preferred stock, shares issued	0		0
Preferred stock, shares outstanding	0		0
Series B Preferred Stock [Member]
Stockholder's Deficit
Preferred stock, par value	$ 0.00001		$ 0.00001
Preferred stock, shares authorized	1,000		1,000						1,000
Preferred stock, shares issued	1,000		1,000	1,000				1,000
Preferred stock, shares outstanding	1,000		1,000	1,000

XML

Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Apr. 30, 2017	Apr. 30, 2016	Apr. 30, 2017	Apr. 30, 2016
Consolidated Statements Of Operations And Comprehensive Loss
Sales- related party	$ 30,000		$ 90,000
Costs and expenses:
Accounting and audit fees	4,000	4,534	36,400	9,961
Amortization expense		248,595		258,244
G&A expenses		370,794	50,299	1,142,859
G&A expenses- related party	57,031	4,651	189,317	4,651
Management fees		20,000		110,000
Professional fees	1,681	9,710	25,583	16,874
Total operating expenses	(62,712)	(658,284)	(301,599)	(1,542,589)
Loss from operations	(32,712)	(658,284)	(211,599)	(1,542,589)
Other income (expense):
Other income				21,151
Gain on extinguishment of debt			806,867
Fair value change of derivative liability	270,448	(20,900,753)	1,414,761	(20,725,354)
Interest on convertible notes	(37,508)	(916,207)	(384,237)	(3,509,312)
Total other income (expense)	232,940	(21,816,960)	1,837,391	(24,213,515)
Net Income (Loss)	$ 200,228	$ (22,475,244)	$ 1,625,792	$ (25,756,104)
Weighted average number of common shares outstanding -Basic	73,820,366	1,486,329	29,842,948	782,976
Weighted average number of common shares outstanding -Diluted	1,299,167,314	1,486,329	1,220,360,207	782,976
Net income/(loss) per common share - Basic	$ .00	$ (15.12)	$ 0.05	$ (32.89)
Net income/(loss) per common share - Dilutied	$ 0.00	$ (15.12)	$ 0.00	$ (32.89)

XML

Consolidated Statement of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Apr. 30, 2017	Apr. 30, 2016
Operating activities:
Net Income (Loss)	$ 1,625,792	$ (25,756,104)
Adjustment to reconcile net loss to net cash in operating activities
Amortization expense	315,206	3,767,556
Gain from change in fair value of derivative liability	(1,414,761)	20,725,354
Gain on extinguishment of debt	(806,867)
Changes in assets and liabilities:
(Increase) decrease in accounts receivable	(32,500)
(Increase) decrease in loans receivable		13,576
(Decrease) increase in accounts payable and accrued liabilities	(11,508)	36,592
(Decrease) increase in accounts payable - related party	246,204
(Decrease) increase in accrued interest	61,935	351,011
Net cash provided (used) in operating activities	(16,499)	(862,065)
Investing activities:
Purchase of intangible assets		(650,000)
Net cash flows used in investing activities		(650,000)
Financing activities:
Proceeds from convertible notes payable	38,000	845,000
Due to related party		12,000
Proceeds from loan payable		5,065
Common stock issued for asset purchase		650,000
Net cash provided by financing activities	38,000	1,512,065
Change in cash and cash equivalents	21,501
Cash and cash equivalents at the beginning of the period	2,296
Cash and cash equivalents at the end of the period	23,797
Supplementary disclosure for non-cash investing and financing activities
Common stock issued for conversion of debt	600,463
Debt discount from derivative liability	38,000
Note issued to acquire intangible asset		$ 2,374,412

XML

Basis Of Presentation And Accounting Policies

9 Months Ended

Apr. 30, 2017

Notes to Financial Statements

Note 1 - BASIS OF PRESENTATION AND ACCOUNTING POLICIES

Golden Matrix Group, Inc. (“GMGI” or “Company”) was incorporated in the State of Nevada on June 4, 2008, under the name Ibex Resources Corp. The Company business at the time was mining and exploration of mineral properties. On August 31, 2009, the Company changed its name to Source Gold Corp. in order to reflect the focus of the Company. In April 2016, the Company changed its name to Golden Matrix Group, Inc., reflected the changing direction of the Company business to software technology.

The accompanying unaudited interim consolidated financial statements of Golden Matrix Group, Inc. (“GMGI” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report for the year ended July 31, 2016 on Form 10-K filed on November 15, 2016.

In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited consolidated financial statements for the most recent fiscal year ended July 31, 2016 have been omitted.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates.

Cash and Cash Equivalents

For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value.

Revenues

Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectability is probable.

Foreign Currency Translation

The Company’s functional currency is the US dollar as a substantial part of the Company’s operations is based in Arizona. IRC’s and NBI’s functional currency is the Canadian dollar. The functional currency of SB and Vulture is the US dollar as its activities are in the USA. The Company uses the United States dollar as its reporting currency for consistency with registrants of the Securities and Exchange Commission (“SEC”).

Assets and liabilities denominated in a foreign currency are translated into US dollar reporting currency at the exchange rate in effect at the balance sheet date and capital accounts are translated at historical rates. Income statement accounts are translated at the average rates of exchange prevailing during the period. Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date. Any exchange gains and losses are included in other comprehensive loss.

Earnings (Loss) Per Common Share

Basic net earnings (loss) per common share are computed by dividing net earnings (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.

The dilutive effect of outstanding stock options and warrants is reflected in diluted earnings per share by application of the treasury stock method. The dilutive effect of outstanding convertible securities is reflected in diluted earnings per share by application of the if-converted method.

Derivative Instruments

We review the terms of the common stock, warrants and convertible debt we issue to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.

Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any are then allocated to the host instruments themselves, usually resulting in those instruments being recorded as a discount from their face value.

Derivatives are measured at their fair value on the balance sheet. Changes in fair value are recorded in the statement of operation.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carry-forwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.

Comprehensive Loss

The Company is required to report comprehensive loss, which includes net loss as well as changes in equity from non-owner sources.

Fair Value of Financial Instruments

The Company measures its financial assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. A three-tier fair value hierarchy prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:

· Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

· Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable, such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

· Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one more significant inputs or significant value drivers are unobservable.

Our financial instruments include cash, accounts payable and accrued liabilities, notes payable, convertible notes payable, advances from shareholder, and derivative liabilities. The carrying values of these financial instruments approximate their fair value due to their short-term nature. The derivative liabilities are stated at their fair value as a level 3 measurement. The Company used a Black-Scholes model to determine the fair values of these derivative liabilities.

Stock-Based Compensation

The Company records stock based compensation in accordance with the guidance in ASC Topic 718 which requires the Company to recognize expense related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.

Stock based compensation for non-employees is accounted for using the Stock Based Compensation Topic of the FASB ASC 505. We use the fair value method for equity instruments granted to non-employees and will use the Black-Scholes model for measuring the fair value of options, if issued. The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods.

Subsequent Events

The Company evaluated subsequent events through the date these financial statements were issued for disclosure purposes.

Reclassification

Certain prior year amounts have been reclassified for consistency with the current period presentation.

Recent Issued Accounting Pronouncements

In May 2014, a pronouncement was issued that creates common revenue recognition guidance for U.S. GAAP and International Financial Reporting Standards. The new guidance supersedes most preexisting revenue recognition guidance. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, with an option to adopt the standard one year earlier. The new standard is to be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company is currently evaluating the impact of the new pronouncement on its financial statements.

In February 2016, a pronouncement was issued that creates new accounting and reporting guidelines for leasing arrangements. The new guidance requires organizations that lease assets to recognize assets and liabilities on the balance sheet related to the rights and obligations created by those leases, regardless of whether they are classified as finance or operating leases. Consistent with current guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease primarily will depend on its classification as a finance or operating lease. The guidance also requires new disclosures to help financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The new standard is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with early application permitted. The new standard is to be applied using a modified retrospective approach. The Company is currently evaluating the impact of the new pronouncement on its financial statements.

GMGI’s management does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements.

XML

Going Concern

9 Months Ended

Apr. 30, 2017

Notes to Financial Statements

Note 2 - GOING CONCERN

The accompanying unaudited consolidated financial statements of GMGI have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company had a working capital deficit and accumulated deficit of $1,755,188 and $27,064,558 respectively, at April 30, 2017. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. Without realization of additional capital, it would be unlikely for GMGI to continue as a going concern. GMGI's management plans on raising cash from public or private debt or equity financing, on an as needed basis, and in the longer term, revenues from the gambling business. GMGI's ability to continue as a going concern is dependent on these additional cash financings, and, ultimately, upon achieving profitable operations through the development of its gambling business.

XML

Convertible Notes Payables

9 Months Ended

Apr. 30, 2017

Notes to Financial Statements

Note 3 - CONVERTIBLE NOTES PAYABLES

Convertible notes payable at April 30, 2017 and July 31, 2016 consisted of the following:

	April 30,			July 31,
	2017			2016
Promissory Note #2		30,000			30,000
Promissory Note #31- in default		10,320			23,741
Promissory Note #39 - in default		-			12,969
Promissory Note #42 - in default		430			13,955
Promissory Note #44 - in default		13,400			25,000
Promissory Note #45 - in default		28,285			28,285
Promissory Note #46 - in default		33,000			33,000
Promissory Note #50 - in default		-			313,145
Promissory Note #52		-			211,945
Promissory Note #59 - in default		54,460			219,460
Promissory Note #68-Related party		795,712			1,045,712
Promissory Note #69		38,000			-
Notes payable, principal	$	1,003,607		$	1,957,212
Debt discount		(24,476	)		(277,798	)
Notes payable, net of discount		979,131			1,679,414
Accrued interest		135,741			259,169
Total notes payable	$	1,114,872		$	1,938,583

Promissory Note #2

On March 19, 2012, the Company received $30,000 cash from the issuance of a convertible promissory note in the amount of $30,000. The promissory note is unsecured, interest free and repayable upon demand.

The note may be converted at the option of the holder into Common stock of the Company. The fixed conversion price is $0.01 per share. Accordingly the note may be converted into 3,000,000 common shares of the Company.

The Company determined that this Promissory note should be accounted for in accordance with FASB ASC 470-20 which addresses “Accounting for Convertible Securities with Beneficial Conversion Features”. The beneficial conversion feature is calculated at its intrinsic value (that is, the difference between the conversion price $0.01 and the fair value of the common stock into which the debt is convertible at the commitment date (per share being $0.08), multiplied by the number of shares into which the debt is convertible. The valuation of the beneficial conversion feature recorded cannot be greater than the face value of the note issued.

Promissory Note #31

On March 17, 2014, the Company received funding pursuant to a convertible promissory note in the amount of $26,500. The promissory note is unsecured, bears interest at 8% per annum, and matures on March 17, 2015. The holder has the right after a period of 180 days to convert the balance outstanding into the Company’s common stock at a rate equal to 50% of the lowest closing prices during the ten trading days prior to the conversion date.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $42,329 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.

During nine months ended April 30, 2017, the Company issued 4,733,877 common shares upon the conversion of $13,421 in principal and $6,514 in interest. During the nine months ended April 30, 2017, the Company accrued $2,645 (April 30, 2016 $4,774) in interest expense. As of April 30, 2017, principal balance of this note was $10,320. This note is currently in default and has a default interest rate of 24% per annum.

Promissory Note #39

On May 19, 2014, the Company received funding pursuant to a convertible promissory note in the amount of $25,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on May 19, 2015. Any principal amount not paid by the maturity date bears interest at 16% per annum.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $32,007 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.

During nine months ended April 30, 2017, the Company issued 620,473 common shares upon the conversion of $12,969 in principal and $4,771 in interest, and $15,969 of the derivative liability was re-classified as additional paid in capital upon conversion. During the nine months ended April 30, 2017, the Company accrued $325 (April 30, 2017 $2,811) in interest expense. As of April 30, 2017, principal balance of this note was $0 (April 30, 2016 $22,969).

Promissory Note #42

On June 6, 2014, the Company received funding pursuant to a convertible promissory note in the amount of $25,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on June 6, 2015. The holder has the right after a period of 180 days to convert the balance outstanding into the Company’s common stock at a rate equal to 60% of the lowest closing prices during the ten trading days prior to the conversion date.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $33,550 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.

During the nine months ended April 30, 2017, the Company issued 1,054,799 common shares upon the conversion of $13,525 in principal and $3,466 in interest. During the nine months ended April 30, 2017, the Company accrued $315 (April 30, 2016 $2,759) in interest expense. As of April 30, 2017, principal balance of this note was $430 (April 30, 2016 $21,000). This note is currently in default and has a default interest rate of 16% per annum.

Promissory Note #44

On July 2, 2014, the Company received funding pursuant to a convertible promissory note in the amount of $25,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on July 2, 2015.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $40,725 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.

During the nine months ended April 30, 2017, the Company issued 1,531,458 common shares upon the conversion of $11,600 in principal and $2,183 in interest. During the nine months ended April 30, 2017, the Company accrued $1,805 (April 30, 2016 $3,003) in interest expense. As of April 30, 2017, principal balance of this note was $13,400 (April 30, 2016 $25,000). This note is currently in default and has a default interest rate of 16% per annum.

Promissory Note #45

On July 9, 2014, the Company arranged a debt swap for $75,000 which was transferred to LG Capital Funding, LLC. The promissory note is unsecured, bears interest at 8% per annum and matures on July 9, 2015. The holder has the right after a period of 180 days to convert the balance outstanding into the Company’s common stock at a rate equal to 50% of the lowest closing prices during the ten trading days prior to the conversion date.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $202,937 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.

As of April 30, 2017, principal balance of this note was $28,285 (April 30, 2016 $29,500). During the nine months ended April 30, 2017, the Company accrued $3,386 (April 30, 2016 $4,250) in interest expense. This note is currently in default and has a default interest rate of 16% per annum.

Promissory Note #46

On July 9, 2014, the Company received funding pursuant to a convertible promissory note in the amount of $33,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on July 9, 2015. The holder has the right after a period of 180 days to convert the balance outstanding into the Company’s common stock at a rate equal to 50% of the lowest closing prices during the ten trading days prior to the conversion date.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $130,556 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.

As of April 30, 2017, principal balance of this note was $33,000 (April 30, 2016 $33,000). During the nine months ended April 30, 2017, the Company accrued $3,949 (April 30, 2016 $3,964) in interest expense. This note is currently in default and has a default interest rate of 16% per annum.

Promissory Note #50

On December 31, 2014 the Company entered into a Convertible Promissory Note with Direct Capital Group, Inc. in the sum of $360,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on July 1, 2015. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .00001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. On April 27, 2016, the Company transferred the note to N600PG, LLC. (“N600PG”).

On September 22, 2016, the Company entered into a Cancellation and Release Agreement with Direct Capital Group, Inc. (“Direct”) and N600PG, LLC. (“N600PG”). As of September 22, 2016, principal balance of $313,145 accrued interest of $96,092 was recorded.

In terms of Cancellation and Release Agreement, Direct and N600PG agreed to cancel the convertible promissory note with the Company. In consideration for the cancellation of the convertible promissory notes and in terms of the Asset Purchase Agreement dated February 22, 2016, the Company has agreed to transfer ownership of mining claims held in the Company’s name. It was also agreed by both the Company and Direct that Direct shall release all future claims to subsequent conversions of the Notes and the Company will have no further obligation to Direct under those Convertible Notes and Direct shall be forever barred from seeking further conversions or claiming obligations of the Company under the Convertible Notes.

Promissory Note #52

On April 30, 2015 the Company entered into a Convertible Promissory Note with Direct Capital Group, Inc. in the sum of $240,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on October 30, 2015. Any principal amount not paid by the maturity date bears interest at 22% per annum.

On April 30, 2015, interest expense relating to the beneficial conversion feature of this convertible note of $240,000 was recorded in the financial statements, with a corresponding increase to additional paid in capital. During the life of the promissory note, the debt discount was accreted to the statement of operations.

On January 19, 2016, the note was reassigned to Rockwell Capital Partners. At any time the note may be converted at the option of the holder into Common stock of the Company. The conversion price is 50% of the market price, where market price is defined as “the lowest closing price on any day with a fifteen day look back”. On 18th April 2016, Rockwell Capital Partners reassigned $165,000 of the original note back to Direct Capital Group, Inc.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $479,999 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.

On September 22, 2016, the Company entered into a Cancellation and Release Agreement with Direct Capital Group, Inc. (“Direct”). In terms of Cancellation and Release Agreement Direct agreed to cancel the convertible promissory note with the Company totalling $198,530. In consideration for the cancellation of the convertible promissory notes and in terms of the Asset Purchase Agreement dated February 22, 2016, the Company has agreed to transfer ownership of mining claims held in the Company’s name. It was also agreed by both the Company and Direct that Direct shall release all future claims to subsequent conversions of the Notes and the Company will have no further obligation to Direct under those Convertible Notes and Direct shall be forever barred from seeking further conversions or claiming obligations of the Company under the Convertible Notes.

On March 18, 2017, the Company agreed to settle a dispute regarding a claim by Rockwell that GMGI, was liable for damages and penalty interest. In this settlement the Company reached an agreement to pay Rockwell $12,000 in full and final settlement of all interest and any damages claimed. The Company made no admissions regarding the penalties claimed by Rockwell which may have been caused by the change in Transfer Agents.

During the nine months ended April 30, 2017, the Company issued 48,433,334 common shares upon the conversion of $48,866 in principal and $9,824 in interest. As of April 30, 2017, principal balance of this note was $0 (April 30, 2016 $221,493).

Promissory Note #59

On July 31, 2015 the Company entered into a Convertible Promissory Note with Direct Capital Group, Inc. in the sum of $240,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on January 31, 2016. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par$0.00001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. On July 21, 2016, $25,000 was reassigned to Istvan Elek. At any time the note may be converted at the option of the holder into Common stock of the Company. The conversion price is 50% of the market price, where market price is defined as “the lowest closing price on any day with a fifteen day look back”.

A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance.

On July 31, 2015, interest expense relating to the beneficial conversion feature of this convertible note of $0 was recorded in the financial statements, with a corresponding increase to additional paid in capital.

On September 22, 2016, the Company entered into a Cancellation and Release Agreement with Direct Capital Group, Inc. (“Direct”). In terms of Cancellation and Release Agreement Direct agreed to cancel the convertible promissory note with the Company totaling $183,157. In consideration for the cancellation of the convertible promissory notes and in terms of the Asset Purchase Agreement dated February 22, 2016, the Company has agreed to transfer ownership of mining claims held in the Company’s name. It was also agreed by both the Company and Direct that Direct shall release all future claims to subsequent conversions of the Notes and the Company will have no further obligation to Direct under those Convertible Notes and Direct shall be forever barred from seeking further conversions or claiming obligations of the Company under the Convertible Notes.

As of April 30, 2017, principal balance of this note was $54,460 (April 30, 2016 $240,000). This note is currently in default.

Promissory Note #68

On March 1, 2016 the Company entered into a convertible promissory note with Luxor Capital, LLC in the amount of $2,374,712. The promissory note is unsecured, bears interest at 6% per annum, and matures on March 1, 2017.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $2,330,680 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.

During the nine months ended April 30, 2017, the Company issued 34,113,061 common shares upon the conversion of $250,000 in principal, and $50,399 of the derivative liability was re-classified as additional paid in capital upon conversion. During the nine months ended April 30, 2017, the Company accrued $43,099 (April 30, 2016 $23,422) in interest expense. As of April 30, 2017, principal balance of this note was $795,712 (April 30, 2016 $2,374,712). This note is currently in default. The default had no effect on the note’s interest rate.

Promissory Note #69

On January 11, 2017 the Company entered into a convertible promissory note with in the amount of $38,000. The promissory note bears interest at 8% per annum, and matures on October 28, 2017.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $61,883 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.

As of April 30, 2017, principal balance of this note was $38,000 (April 30, 2017 $0). During the nine months ended April 30, 2017, the Company accrued $833 (April 30, 2016 $0) in interest expense.

XML

Derivative Liabilities

9 Months Ended

Apr. 30, 2017

Notes to Financial Statements

Note 4 - DERIVATIVE LIABILITIES

The Company issued financial instruments in the form of convertible notes with embedded conversion features. Some of the convertible notes payable have conversion rates, which are indexed to the market value of the Company’s stock price.

During the nine months ended April 30, 2017 and 2016, the Company recorded derivative liabilities for embedded conversion features related to convertible notes payable of face value $61,883 and $5,681,471 respectively. During the nine months ended April 30, 2017 and 2016, $377,199 and $33,823 respectively of convertible notes payable principal and accrued interest was converted into common stock of the Company. For the nine months ended April 30, 2017 and 2016, the Company performed a final mark-to-market adjustment for the derivative liability related to the convertible notes of and the carrying amount of the derivative liability related to the conversion feature of $227,132 and $58,771 respectively, was re-classed to additional paid in capital on the date of conversion in the statement of shareholders’ deficit. During the nine months ended April 30, 2017 and 2016, the Company recognized a gain of $1,414,761 and a loss of $20,725,354 respectively, based on the change in fair value (mark-to-market adjustment) of the derivative liability associated with the embedded conversion features in the accompanying statement of operations.

These derivative liabilities have been measured in accordance with fair value measurements, as defined by ASC 820. The valuation assumptions are classified within Level 1 and Level 2 inputs. The following table represents the Company’s derivative liability activity for the embedded conversion features discussed above.

The following table represents the Company’s derivative liability activity for the embedded conversion features discussed above:

	April 30,			July 31,
	2017			2016
Balance, beginning of period	$	1,939,753		$	322,029
Initial recognition of derivative liability		61,883			3,754,182
Conversion of derivative instruments to Common Stock		(227,132	)		(5,095,929	)
Mark-to-Market adjustment to fair value		(1,414,761	)		2,959,473
Balance, end of period	$	359,743		$	1,939,753

XML

Commitments And Contingencies

9 Months Ended

Apr. 30, 2017

Notes to Financial Statements

Note 5 - COMMITMENTS AND CONTINGENCIES

Legal Proceedings

From time to time, we may be party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not involved currently in legal proceedings other than those detailed below that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations. We may become involved in material legal proceedings in the future.

XML

Related Party Transactions

9 Months Ended

Apr. 30, 2017

Notes to Financial Statements

Note 6 - RELATED PARTY TRANSACTIONS

All related party transactions have been recorded at the exchange value which was the amount of consideration established and agreed to by the related parties.

On February 22, 2016, the Company entered into an Asset Purchase Agreement with Luxor Capital, LLC, which is wholly owned by Anthony Goodman. The Company purchased a Certain Gaming IP, along with the “know how” of that Gaming IP from Luxor. Pursuant to the Asset Purchase Agreement, 11,112 shares of common stock have been issued to Luxor Capital, LLC and its designed party.

On April 1, 2016, the Company entered into a Services Agreement with Articulate Pty Ltd, which is wholly owned by the director of the Company, for consulting services. Pursuant to the agreement Articulated would receive $4,500 per month ending for services rendered plus reimbursement of the Company's expenses. The agreement may be terminated by either party upon 30 days written notice. During nine months ended April, 2017 and 2016, general and administrative expense related to this service was $189,317 and $9,151, respectively. As of April 30, 2017, the Company has a $323,651 payable to Articulate.

On June 1, 2016, the Company entered a distribution usage rights agreement with Globaltech Software Services LLC. (“Globaltech”), a company in which the Chief Executive Officer has an interest, the Company agreed to provide the rights of usage to its Credit Management system, Social Gaming systems and Technology. During nine months ended April 30, 2017 and 2016, revenue from Globaltech was $90,000 and $0, respectively. As of April 30, 2017, the Company had a $42,500 accounts receivable to Globaltech.

XML

Equity

9 Months Ended

Apr. 30, 2017

Notes to Financial Statements

Note 7 - EQUITY

Preferred Stock

The Company authorized the creation of 20,000,000 shares of it $0.00001 par value preferred stock.

On August 10, 2015, the Company’s Board of Directors authorized the creation of 1,000 shares of Series B Voting Preferred Stock. The holder of the shares of the Series B Voting Preferred Stock has the right to vote those shares of the Series B Voting Preferred Stock regarding any matter or action that is required to be submitted to the shareholders of the Company for approval. The vote of each share of the Series B Voting Preferred Stock is equal to and counted as 4 times the votes of all of the shares of the Company’s (i) common stock, and (ii) other voting preferred stock issued and outstanding on the date of each and every vote or consent of the shareholders of the Company regarding each and every matter submitted to the shareholders of the Company for approval.

On August 10, 2015, the Company filed a Certificate of Designation with the Nevada Secretary of State creating the 1,000 shares of Series B Voting Preferred Stock

On August 14, 2015, the Company issued 1,000 shares of Series B Voting Preferred Stock to Santa Rosa Resources, representing 100% of the total issued and outstanding shares of the Company’s Series B Voting Preferred Stock.

On April 3, 2016, the Company cancelled 1,000 shares of Series B Voting Preferred Stock to Santa Rosa Resources and a new certificate issued in the name of Luxor Capital LLC in the amount of 1,000 Series B shares.

As of April 30, 2017, 19,999,000 Series A preferred shares and 1,000 Series B preferred shares of par value $0.00001 were authorized, of which 0 Series A shares were issued and outstanding, ( 0 shares as of April 30, 2016), 1,000 Series B shares were issued and outstanding, (1,000 preferred shares issued and outstanding as of April 30, 2016).

Common Stock

The Company authorized the creation of 2,480,000,000 shares of its $0.00001 par value common stock.

On October 15, 2015, the Company effectuated a 1 for 2,000 reverse stock split, thereby reducing the issued and outstanding shares of common stock from 3,472,433,130 prior to the reverse split to 1,736,217 following the reverse split. An additional 1,043 shares were issued due to no fractional shares used as a result of the reverse stock split.

On November 6, 2015, the Company purchased all data and rights to the “We Buy Gold” website from Santa Rosa Resources. The Company issued 223 shares of common stock on November 6, 2015 and 223 shares of common stock on December 7, 2015, with a total value equal to $1,800,000.

On March 9, 2016, the Company’s Board of Directors approved 1 for 1,500 reverse split for the Company’s authorized, issued and outstanding shares of common stock. The reverse stock split was effective on April 7, 2016 upon approval of shareholders holding a majority of the voting stock.

On December 5, 2016, the Company’s Board of Directors approved 1 for 150 reverse split for the Company’s authorized, issued and outstanding shares of common stock, reducing the number of authorized shares to 19,866,667. The reverse stock split was effective on January 9, 2017 upon approval of shareholders holding a majority of the voting stock. On January 17, 2017, the authorized number of shares of common stock was increased to 2,480,000,000.

During the nine months ended April 30, 2017, the Company issued 90,591,101 shares of common stock for the conversion of various convertible notes of $348,461 in principal and $28,738 in interest (see Note 4).

As of April 30, 2017, 2,480,000,000 common shares of par value $0.00001 were authorized, of which 93,187,906 shares were issued and outstanding.

XML

Concentration

9 Months Ended

Apr. 30, 2017

Notes to Financial Statements

Note 8 - CONCENTRATION

The Company’s revenues for the nine months ended April 30, 2017 were from one related party. As of April 30, 2017, the aggregate amount due from this related party was $42,500.

All of the Company’s revenues for the nine month ended April 30, 2017 were from Globaltech Software Services LLC. (“Globaltech”), a company in which the Chief Executive Officer has an interest, the Company agreed to provide the rights of usage to its credit management system, social gaming systems and technology.

XML

Subsequent events

9 Months Ended

Apr. 30, 2017

Notes to Financial Statements

Note 9 - SUBSEQUENT EVENTS

Subsequent to April 30, 2017, The Company issued 4,618,767 shares of common stock for conversion of $1,800 note principal and $471 interest.

XML

Basis Of Presentation And Accounting Policies (Policies)

9 Months Ended

Apr. 30, 2017

Basis Of Presentation And Accounting Policies Policies

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates.

Cash and Cash Equivalents

For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value.

Revenues

Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectability is probable.

Foreign Currency Translation

The Company’s functional currency is the US dollar as a substantial part of the Company’s operations is based in Arizona. IRC’s and NBI’s functional currency is the Canadian dollar. The functional currency of SB and Vulture is the US dollar as its activities are in the USA. The Company uses the United States dollar as its reporting currency for consistency with registrants of the Securities and Exchange Commission (“SEC”).

Assets and liabilities denominated in a foreign currency are translated into US dollar reporting currency at the exchange rate in effect at the balance sheet date and capital accounts are translated at historical rates. Income statement accounts are translated at the average rates of exchange prevailing during the period. Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date. Any exchange gains and losses are included in other comprehensive loss.

Earnings (Loss) Per Common Share

Basic net earnings (loss) per common share are computed by dividing net earnings (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.

The dilutive effect of outstanding stock options and warrants is reflected in diluted earnings per share by application of the treasury stock method. The dilutive effect of outstanding convertible securities is reflected in diluted earnings per share by application of the if-converted method.

Derivative Instruments

We review the terms of the common stock, warrants and convertible debt we issue to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.

Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any are then allocated to the host instruments themselves, usually resulting in those instruments being recorded as a discount from their face value.

Derivatives are measured at their fair value on the balance sheet. Changes in fair value are recorded in the statement of operation.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carry-forwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.

Comprehensive Loss

The Company is required to report comprehensive loss, which includes net loss as well as changes in equity from non-owner sources.

Fair Value of Financial Instruments

The Company measures its financial assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. A three-tier fair value hierarchy prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:

· Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

· Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable, such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

· Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one more significant inputs or significant value drivers are unobservable.

Our financial instruments include cash, accounts payable and accrued liabilities, notes payable, convertible notes payable, advances from shareholder, and derivative liabilities. The carrying values of these financial instruments approximate their fair value due to their short-term nature. The derivative liabilities are stated at their fair value as a level 3 measurement. The Company used a Black-Scholes model to determine the fair values of these derivative liabilities.

Stock-Based Compensation

The Company records stock based compensation in accordance with the guidance in ASC Topic 718 which requires the Company to recognize expense related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.

Stock based compensation for non-employees is accounted for using the Stock Based Compensation Topic of the FASB ASC 505. We use the fair value method for equity instruments granted to non-employees and will use the Black-Scholes model for measuring the fair value of options, if issued. The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods.

Subsequent Events

The Company evaluated subsequent events through the date these financial statements were issued for disclosure purposes.

Reclassification

Certain prior year amounts have been reclassified for consistency with the current period presentation.

Recent Issued Accounting Pronouncements

In May 2014, a pronouncement was issued that creates common revenue recognition guidance for U.S. GAAP and International Financial Reporting Standards. The new guidance supersedes most preexisting revenue recognition guidance. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, with an option to adopt the standard one year earlier. The new standard is to be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company is currently evaluating the impact of the new pronouncement on its financial statements.

In February 2016, a pronouncement was issued that creates new accounting and reporting guidelines for leasing arrangements. The new guidance requires organizations that lease assets to recognize assets and liabilities on the balance sheet related to the rights and obligations created by those leases, regardless of whether they are classified as finance or operating leases. Consistent with current guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease primarily will depend on its classification as a finance or operating lease. The guidance also requires new disclosures to help financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The new standard is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with early application permitted. The new standard is to be applied using a modified retrospective approach. The Company is currently evaluating the impact of the new pronouncement on its financial statements.

GMGI’s management does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements.

XML

Convertible Notes Payable (Tables)

9 Months Ended

Apr. 30, 2017

Convertible Notes Payable Tables

Summary of Convertible Notes Payable

Convertible notes payable at April 30, 2017 and July 31, 2016 consisted of the following:

	April 30,			July 31,
	2017			2016
Promissory Note #2		30,000			30,000
Promissory Note #31- in default		10,320			23,741
Promissory Note #39 - in default		-			12,969
Promissory Note #42 - in default		430			13,955
Promissory Note #44 - in default		13,400			25,000
Promissory Note #45 - in default		28,285			28,285
Promissory Note #46 - in default		33,000			33,000
Promissory Note #50 - in default		-			313,145
Promissory Note #52		-			211,945
Promissory Note #59 - in default		54,460			219,460
Promissory Note #68-Related party		795,712			1,045,712
Promissory Note #69		38,000			-
Notes payable, principal	$	1,003,607		$	1,957,212
Debt discount		(24,476	)		(277,798	)
Notes payable, net of discount		979,131			1,679,414
Accrued interest		135,741			259,169
Total notes payable	$	1,114,872		$	1,938,583

XML

Derivative Liabilities (Tables)

9 Months Ended

Apr. 30, 2017

Derivative Liabilities (Tables):

Derivative Liabilities

The following table represents the Company’s derivative liability activity for the embedded conversion features discussed above:

	April 30,			July 31,
	2017			2016
Balance, beginning of period	$	1,939,753		$	322,029
Initial recognition of derivative liability		61,883			3,754,182
Conversion of derivative instruments to Common Stock		(227,132	)		(5,095,929	)
Mark-to-Market adjustment to fair value		(1,414,761	)		2,959,473
Balance, end of period	$	359,743		$	1,939,753

XML

Basis Of Presentation And Accounting Policies (Details Narrative)	9 Months Ended
	Apr. 30, 2017
Notes to Financial Statements
Country or state of incorporation	Nevada
Date of incorporation	Jun. 04, 2008

XML

Going Concern (Details Narrative) - USD ($)	Apr. 30, 2017	Jul. 31, 2016
Going Concern Details Narrative
Total shareholders' equity (deficit)	$ (1,755,188)	$ (3,981,442)
Retained earnings (accumulated deficit)	$ (27,064,558)	$ (28,690,350)

XML

Convertible Notes Payable (Details) - USD ($)	Apr. 30, 2017	Jan. 11, 2017	Sep. 22, 2016	Jul. 31, 2016	Mar. 01, 2016	Apr. 30, 2015	May 19, 2014	Mar. 17, 2014
Notes payable, principal	$ 1,003,607			$ 1,957,212
Debt discount	(24,476)			(277,798)
Notes payable, net of discount	979,131			1,679,414
Accrued interest	135,741			259,169
Total notes payable	1,114,872			1,938,583
Promissory Note 2
Notes payable, principal	30,000			30,000
Promissory Note 31
Notes payable, principal	10,320			23,741
Debt discount								$ 42,329
Promissory Note 39
Notes payable, principal				12,969
Debt discount							$ 32,007
Promissory Note 42
Notes payable, principal	430			13,955
Promissory Note 44
Notes payable, principal	13,400			25,000
Promissory Note 45
Notes payable, principal	28,285			28,285
Promissory Note 46
Notes payable, principal	33,000			33,000
Promissory Note 50
Notes payable, principal				313,145
Accrued interest			$ 96,092
Promissory Note 52
Notes payable, principal				211,945
Debt discount						$ 479,999
Promissory Note 59
Notes payable, principal	54,460			219,460
Promissory Note 68
Notes payable, principal	795,712			1,045,712
Debt discount					$ 2,330,680
Promissory Note 69
Notes payable, principal	$ 38,000
Debt discount		$ 61,883

XML

Convertible Notes Payable (Details Narrative) - USD ($)	1 Months Ended					3 Months Ended		9 Months Ended
	Jul. 21, 2016	Jan. 19, 2016	Jul. 31, 2015	Mar. 17, 2014	Mar. 19, 2012	Apr. 30, 2017	Apr. 30, 2016	Apr. 30, 2017	Apr. 30, 2016	Mar. 18, 2017	Jan. 11, 2017	Sep. 22, 2016	Jul. 31, 2016	Apr. 18, 2016	Mar. 01, 2016	Jan. 31, 2016	Oct. 30, 2015	Jul. 01, 2015	May 19, 2015	Apr. 30, 2015	Dec. 31, 2014	Jul. 09, 2014	Jul. 02, 2014	Jun. 06, 2014	May 19, 2014
Gain of change in derivative liability						$ 270,448	$ (20,900,753)	$ 1,414,761	$ (20,725,354)
Accrued interest						135,741		135,741					$ 259,169
Debt discount						(24,476)		(24,476)					(277,798)
Derivative liability						359,743		359,743					$ 1,939,753			$ 322,029
Promissory Note 2
Convertible debt					$ 30,000
Proceeds from issuance of promissory notes					$ 30,000
Conversion price					$ 0.01
Common stock shares issuable upon conversion of convetible notes					3,000,000
Beneficial conversion feature					The beneficial conversion feature is calculated at its intrinsic value (that is, the difference between the conversion price $0.01 and the fair value of the common stock into which the debt is convertible at the commitment date (per share being $0.08), multiplied by the number of shares into which the debt is convertible
Promissory Note 69
Convertible debt						38,000	0	$ 38,000	0		$ 38,000
Maturity date								Oct. 28, 2017
Accrued interest expense								$ 833	0
Debt discount											61,883
Derivative liability											$ 61,883
Interest on promissory note											8.00%
Promissory Note 68
Convertible debt						795,712	2,374,712	$ 795,712	2,374,712						$ 2,374,712
Maturity date								Mar. 01, 2017
Accrued interest expense								$ 43,099	23,422
Debt discount															2,330,680
Derivative liability															$ 2,330,680
Converted additional paid in capital								$ 50,399
Interest on promissory note															6.00%
Common stock shares issued upon conversion of covertible debt								34,113,061
Debt conversion converted amount								$ 250,000
Promissory Note 59
Convertible debt			$ 240,000			54,460	240,000	54,460	240,000
Accrued interest expense			$ 0
Conversion price			$ 0.00001
Interest on promissory note			8.00%													22.00%
Promissory Note 59 | Cancellation and Release Agreement [Member]
Convertible debt												$ 183,157
Promissory Note 59 | Istvan Elek [Member]
Convertible debt	$ 25,000
Conversion price as a percentage of market price	50.00%
Promissory Note 52
Convertible debt						0	221,493	$ 0	221,493											$ 240,000
Debt discount																				479,999
Derivative liability																				$ 479,999
Interest on promissory note																	22.00%			8.00%
Common stock shares issued upon conversion of covertible debt								48,433,334
Debt conversion converted amount								$ 48,866
Debt conversion interest amount								9,824
Promissory Note 52 | Rockwell Capital Partners [Member]
Convertible debt														$ 165,000
Conversion price as a percentage of market price		50.00%
Promissory Note 52 | Rockwell Capital Partners [Member] | Cancellation and Release Agreement [Member]
Convertible debt										$ 12,000		198,530
Promissory Note 50
Convertible debt												313,145									$ 360,000
Accrued interest												$ 96,092
Conversion price																					$ 0.00001
Interest on promissory note																		22.00%			8.00%
Promissory Note 46
Convertible debt						33,000	33,000	$ 33,000	33,000													$ 33,000
Maturity date								Jul. 09, 2015
Interest rate								16.00%
common stock lowest closing rate description								The holder has the right after a period of 180 days to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the ten trading days prior to the conversion date.
Accrued interest expense								$ 3,949	3,964
Debt discount																						130,556
Derivative liability																						$ 130,556
Interest on promissory note																						8.00%
Promissory Note 45
Convertible debt						28,285	29,500	$ 28,285	29,500													$ 75,000
Maturity date								Jul. 09, 2015
Trading days								10 days
Interest rate								16.00%
common stock lowest closing rate description								The holder has the right after a period of 180 days to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the ten trading days prior to the conversion date.
Accrued interest expense								$ 3,386	4,250
Debt discount																						202,937
Derivative liability																						$ 202,937
Interest on promissory note																						8.00%
Promissory Note 44
Convertible debt						13,400	25,000	$ 13,400	25,000														$ 25,000
Maturity date								Jul. 02, 2015
Interest rate								16.00%
Accrued interest expense								$ 1,805	3,003
Debt discount																							40,725
Derivative liability																							$ 40,725
Interest on promissory note																							8.00%
Common stock shares issued upon conversion of covertible debt								1,531,458
Debt conversion converted amount								$ 11,600
Debt conversion interest amount								2,183
Promissory Note 42
Convertible debt						430	21,000	$ 430	21,000															$ 25,000
Maturity date								Jun. 06, 2015
Trading days								10 days
Interest rate								16.00%
common stock lowest closing rate description								The holder has the right after a period of 180 days to convert the balance outstanding into the Company's common stock at a rate equal to 60% of the lowest closing prices during the ten trading days prior to the conversion date.
Accrued interest expense								$ 315	2,759
Debt discount																								33,550
Derivative liability																								$ 33,550
Interest on promissory note																								8.00%
Common stock shares issued upon conversion of covertible debt								1,054,799
Debt conversion converted amount								$ 13,525
Debt conversion interest amount								3,466
Promissory Note 39
Convertible debt						0	$ 22,969	0	22,969																$ 25,000
Accrued interest expense								325	2,811
Debt discount																									32,007
Derivative liability																									$ 32,007
Converted additional paid in capital								$ 15,969
Interest on promissory note																			16.00%						8.00%
Common stock shares issued upon conversion of covertible debt								620,473
Debt conversion converted amount								$ 12,969
Debt conversion interest amount								4,771
Promissory Note 31
Convertible debt				$ 26,500		$ 10,320		$ 10,320
Maturity date				Mar. 17, 2015
Trading days				10 days
Interest rate								24.00%
common stock lowest closing rate description				The holder has the right after a period of 180 days to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the ten trading days prior to the conversion date.
Accrued interest expense								$ 2,645	$ 4,774
Debt discount				$ 42,329
Derivative liability				$ 42,329
Interest on promissory note				8.00%
Common stock shares issued upon conversion of covertible debt								4,733,877
Debt conversion converted amount								$ 13,421
Debt conversion interest amount								$ 6,514

XML

Derivative Liabilities (Details) - USD ($)	6 Months Ended	9 Months Ended
	Jul. 31, 2016	Apr. 30, 2017
Derivative Liabilities Details
Balance, beginning of period	$ 322,029	$ 1,939,753
Initial recognition of derivative liability	3,754,182	61,883
Conversion of derivative instruments to Common Stock	(5,095,929)	(227,132)
Mark-to-Market adjustment to fair value	2,959,473	(1,414,761)
Balance, end of period	$ 1,939,753	$ 359,743

XML

Derivative Liabilities (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Apr. 30, 2017	Apr. 30, 2016	Apr. 30, 2017	Apr. 30, 2016	Jan. 31, 2016
Derivative Liabilities Details Narrative
Convertible notes payable of face value			$ 61,883	$ 5,681,471
Convertible notes payable and accrued interest			377,199	33,823
Derivative liability related to conversion feature	$ 227,132		227,132		$ 58,771
Fair value change of derivative liability	$ (270,448)	$ 20,900,753	$ (1,414,761)	$ 20,725,354

XML

Related Party Transactions (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Apr. 30, 2017	Apr. 30, 2016	Apr. 30, 2017	Apr. 30, 2016	Jul. 31, 2016	Feb. 22, 2016	Dec. 07, 2015	Nov. 06, 2015	Oct. 15, 2015
Common stock issued to related party	93,187,906		93,187,906		2,597,806		223	223	3,472,433,130
Consulting fees per month	$ 1,681	$ 9,710	$ 25,583	$ 16,874
G&A expenses- related party	57,031	4,651	189,317	4,651
Accounts payable - related parties	323,651		323,651		$ 78,447
Sales- related party	30,000		90,000
Articulate Pty Ltd [Member]
Consulting fees per month				4,500
G&A expenses- related party			189,317	9,151
Accounts payable - related parties	323,651		323,651
Globaltech [Member]
Sales- related party			90,000	$ 0
Accounts receivable - related parties	$ 42,500		$ 42,500
Luxor Capital LLC [Member]
Common stock issued to related party						11,112

XML

Equity (Details Narrative) - USD ($)	Dec. 05, 2016	Mar. 09, 2016	Oct. 15, 2015	Apr. 30, 2017	Jul. 31, 2016	Apr. 30, 2016	Apr. 03, 2016	Feb. 22, 2016	Dec. 07, 2015	Nov. 06, 2015	Aug. 14, 2015	Aug. 10, 2015
Preferred stock, par value				$ 0.00001	$ 0.00001
Preferred stock, shares authorized				20,000,000	20,000,000
Description of reverse stock split	On December 5, 2016, the Company’s Board of Directors approved 1 for 150 reverse split for the Company’s authorized, issued and outstanding shares of common stock	On March 9, 2016, the Company’s Board of Directors approved 1 for 1,500 reverse split for the Company’s authorized, issued and outstanding shares of common stock.	On October 15, 2015, the Company effectuated a 1 for 2,000 reverse stock split, thereby reducing the issued and outstanding shares of common stock from 3,472,433,130 prior to the reverse split to 1,736,217 following the reverse split.
Common shares issued upon conversion				90,591,101
Common stock conversion principal amount				$ 348,461
Interest of promissory notes into common stock				28,738
Common stock, value				$ 932	$ 26				$ 1,800,000
Additional common stock issued on reverse split			1,043
Common stock issued before reverse split			1,736,217
Common stock outstanding before reverse split			1,736,217
Common shares, authorized	19,866,667			2,480,000,000	2,480,000,000
Common shares, par value				$ 0.00001	$ 0.00001
Common stock, shares issued			3,472,433,130	93,187,906	2,597,806				223	223
Common shares, outstanding			3,472,433,130	93,187,906	2,597,806
Luxor Capital LLC [Member]
Common stock, shares issued								11,112
Series B Preferred Stock [Member]
Preferred stock, par value				$ 0.00001	$ 0.00001
Preferred stock, shares authorized				1,000	1,000							1,000
Preferred stock, shares issued				1,000	1,000	1,000					1,000
Preferred stock, shares outstanding				1,000	1,000	1,000
Preferred stock, shares cancelled							1,000
Series B Preferred Stock [Member] | Luxor Capital LLC [Member]
Preferred stock, shares issued							1,000
Series A Preferred Stock [Member]
Preferred stock, par value				$ 0.00001	$ 0.00001
Preferred stock, shares authorized				19,999,000	19,999,000
Preferred stock, shares issued				0	0
Preferred stock, shares outstanding				0	0

XML

Concentration (Details Narrative)	Apr. 30, 2017 USD ($)
Globaltech [Member]
Accounts receivable - related parties	$ 42,500

XML

Subsequent events (Details Narrative) - USD ($)	Apr. 30, 2017	Jul. 31, 2016	Dec. 07, 2015	Nov. 06, 2015	Oct. 15, 2015
Common stock issued to related party	93,187,906	2,597,806	223	223	3,472,433,130
Notes payable, principal	$ 1,003,607	$ 1,957,212
Accrued interest	$ 135,741	$ 259,169
Subsequent event [Member]
Common stock issued to related party	4,618,767
Notes payable, principal	$ 1,800
Accrued interest	$ 471