8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(D) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 9, 2021

GOLDEN MATRIX GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-54840	46-1814729
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3651 Lindell Road, Suite D131 Las Vegas, NV	89103
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (702) 318-7548

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On June 9, 2021, Golden Matrix Group, Inc. (the “Company”, “we” and “us”) issued a press release disclosing its results of operations for the fiscal quarter ended April 30, 2021. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The Company also posted a presentation relating to its results of operations for the quarter ended April 30, 2021 on its website at www.goldenmatrix.com/highlights (which information from such website is not incorporated by reference into this Current Report on Form 8-K), a copy of which presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

The information contained in this Current Report and Exhibits 99.1 and 99.2 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

The press release and presentation furnished as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K, may contain forward-looking information within the meaning of applicable securities laws (“forward-looking statements”). These forward-looking statements represent the Company’s current expectations or beliefs concerning future events and can generally be identified using statements that include words such as “estimate,” “expects,” “project,” “believe,” “anticipate,” “intend,” “plan,” “foresee,” “forecast,” “likely,” “will,” “target” or similar words or phrases. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company’s control which could cause actual results to differ materially from the results expressed or implied in the forward-looking statements, including, but not limited to, the impact of the COVID-19 pandemic on the Company; the need for additional financing, the terms of such financing and the availability of such financing; the ability of the Company to manage growth; disruptions caused by acquisitions; the Company’s reliance on its management; the fact that the Company’s chief executive officer has voting control over the Company; related party relationships; the potential effect of economic downturns and market conditions on the Company’s operations and prospects; the Company’s ability to protect proprietary information; the ability of the Company to compete in its market; the Company’s lack of effective internal controls; dilution caused by efforts to obtain additional financing; the effect of future regulation, the Company’s ability to comply with regulations and potential penalties in the event it fails to comply with such regulations; the risks associated with gaming fraud, user cheating and cyber-attacks; risks associated with systems failures and failures of technology and infrastructure on which the Company’s programs rely; foreign exchange and currency risks; the outcome of contingencies, including legal proceedings in the normal course of business; the ability to compete against existing and new competitors; the ability to manage expenses associated with sales and marketing and necessary general and administrative and technology investments; and general consumer sentiment and economic conditions that may affect levels of discretionary customer purchases of the Company’s products. The Company undertakes no obligation to publicly update any of the forward-looking statements, whether because of new information, future events or otherwise, made in the release or presentation or in any of its Securities and Exchange Commission (SEC) filings. Consequently, you should not consider any such list to be a complete set of all potential risks and uncertainties. More information on potential factors that could affect the Company’s financial results is included from time to time in the “Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s periodic and current filings with the SEC, including the Form 10-Qs and Form 10-Ks, filed with the SEC and available at www.sec.gov. Forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise that occur after that date, except as otherwise provided by law.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
99.1*	Press Release of Golden Matrix Group, Inc., dated June 9, 2021
99.2*	Presentation of Golden Matrix Group, Inc. regarding its Q1 2022 Results

___________ 

* Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GOLDEN MATRIX GROUP, INC.
Date: June 9, 2021	By:	/s/ Anthony Brian Goodman
	Name:	Anthony Brian Goodman
	Title:	Chief Executive Officer

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EX-99.1

EXHIBIT 99.1

GOLDEN MATRIX REPORTS RECORD REVENUES FOR FIRST FISCAL QUARTER ENDED APRIL 30, 2021

COMPANY ACHIEVES 11th CONSECUTIVE QUARTER OF PROFITABILITY

· Record revenues (Q1 ‘22) of $2,639,402, an increase of 259% compared to revenues of $734,764 in the year-ago quarter, and a 35% improvement on revenues of $1,951,406 in the prior (Q4 ‘21) quarter

· Net income of $127,872 versus net income of $52,158 in Q4 ‘21

· Adjusted EBITDA of $663,311, when excluding interest expense, interest income, amortization expense and stock-based compensation expense*

· Cash and cash equivalents of $11,750,489, and total assets of $15,162,029, as of April 30, 2021

· Total current liabilities of $1,241,070, and no long-term liabilities as of April 30, 2021

· Company acquires fully functional seamless aggregation platform, which positions GMGI for entry into multiple new markets with gaming operators worldwide

LAS VEGAS, June 9, 2021 -- Golden Matrix Group Inc. (OTC Pink: GMGI), a developer and licensor of online gaming platforms, systems and gaming content, today reported that it achieved record revenues exceeding $2.6 million and its eleventh consecutive quarter of profitability in the first fiscal quarter ended April 30, 2021.

The Company said acceleration in total Q1 revenues was a result of strong revenue contributions from non-related-party distributors, which also accounted for an increase in cost of goods sold and a decrease in gross profit margin. According to CEO Anthony Brian Goodman, “This is a highly scalable business and we expect the margins to improve over time due to cost optimization and the deployment of the new fully functional seamless aggregation platform.”

Mr. Goodman noted, “GMGI’s strong recurring quarterly results and solid balance sheet - with almost $12 million in cash and cash equivalents - has distinguished the Company from many of the other emerging companies in the gaming space. Whereas revenues thus far have resulted primarily from licensing fees received from gaming operators located in the Asia Pacific (APAC) region, we have begun to pursue opportunities in new vertical markets that we believe can vastly expand our user base and extend GMGI’s global footprint.”

“We are extremely excited about these new opportunities for the Golden Matrix brand as we continue to grow our core business. We expect them to make meaningful contributions to revenues and profits during this calendar year and beyond. With the Company’s growing financial strength, we continue to evaluate additional partnerships and potential acquisitions that we expect to further accelerate overall growth,” added Mr. Goodman.

For additional information on Golden Matrix’s Q1 2022 performance, please refer to the Company’s Quarterly Report on Form 10-Q for Q1 2022, which can be found at https://www.otcmarkets.com/stock/GMGI/disclosure or www.sec.gov.

A summary of the Company’s performance and highlights can be found at www.goldenmatrix.com/highlights.

* Adjusted EBITDA is a non-GAAP financial measure. See also “Non-GAAP Financial Measures” and “Reconciliation of Net Income attributable to Golden Matrix Group Inc., to Adjusted Earnings excluding Interest Expense, Interest Income, Amortization Expense and Stock-based Compensation Expense” included at the end of this release.

About Golden Matrix

Golden Matrix Group, based in Las Vegas NV, is an established gaming technology company that develops and owns online gaming IP and builds configurable and scalable white-label social gaming platforms for its international customers, located primarily in the Asia Pacific region. The gaming IP includes tools for marketing, acquisition, retention and monetization of users. The Company’s platform can be accessed through both desktop and mobile applications.

Our sophisticated software automatically declines any gaming or redemption requests from within the United States, in strict compliance with current US law.

Forward-Looking Statements

Certain statements made in this press release contain forward-looking information within the meaning of applicable securities laws (“forward-looking statements”). These forward-looking statements represent the Company’s current expectations or beliefs concerning future events and can generally be identified using statements that include words such as “estimate,” “expects,” “project,” “believe,” “anticipate,” “intend,” “plan,” “foresee,” “forecast,” “likely,” “will,” “target” or similar words or phrases. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company’s control which could cause actual results to differ materially from the results expressed or implied in the forward-looking statements, including, but not limited to, the impact of the COVID-19 pandemic on the Company; the need for additional financing, the terms of such financing and the availability of such financing; the ability of the Company to manage growth; disruptions caused by acquisitions; the Company’s reliance on its management; the fact that the Company’s chief executive officer has voting control over the Company; related party relationships; the potential effect of economic downturns and market conditions on the Company’s operations and prospects; the Company’s ability to protect proprietary information; the ability of the Company to compete in its market; the Company’s lack of effective internal controls; dilution caused by efforts to obtain additional financing; the effect of future regulation, the Company’s ability to comply with regulations and potential penalties in the event it fails to comply with such regulations; the risks associated with gaming fraud, user cheating and cyber-attacks; risks associated with systems failures and failures of technology and infrastructure on which the Company’s programs rely; foreign exchange and currency risks; the outcome of contingencies, including legal proceedings in the normal course of business; the ability to compete against existing and new competitors; the ability to manage expenses associated with sales and marketing and necessary general and administrative and technology investments; and general consumer sentiment and economic conditions that may affect levels of discretionary customer purchases of the Company’s products. The Company undertakes no obligation to publicly update any of the forward-looking statements, whether because of new information, future events or otherwise, made in this release or in any of its Securities and Exchange Commission (SEC) filings. Consequently, you should not consider any such list to be a complete set of all potential risks and uncertainties. More information on potential factors that could affect the Company’s financial results is included from time to time in the “Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s periodic and current filings with the SEC, including the Form 10-Qs and Form 10-Ks, filed with the SEC and available at www.sec.gov. Forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise that occur after that date, except as otherwise provided by law.

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Non-GAAP Financial Measures

Adjusted EBITDA, which is disclosed below, is a “non-GAAP financial measure” presented as a supplemental measure of the Company’s performance. Adjusted EBITDA is not presented in accordance with accounting principles generally accepted in the United States, or GAAP. Adjusted EBITDA represents net income before interest, taxes, depreciation, amortization and stock-based compensation. Adjusted EBITDA is presented because we believe it provides additional useful information to investors due to the various noncash items during the period. Adjusted EBITDA is not recognized in accordance with GAAP, is unaudited, and has limitations as an analytical tool, and you should not consider it in isolation, or as substitutes for analysis of the Company’s results as reported under GAAP. Some of these limitations are: Adjusted EBITDA does not reflect cash expenditures, or future requirements for capital expenditures, or contractual commitments; Adjusted EBITDA does not reflect changes in, or cash requirements for, working capital needs; Adjusted EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on debt or cash income tax payments; although depreciation and amortization are noncash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements; and other companies in this industry may calculate Adjusted EBITDA differently than the Company does, limiting its usefulness as a comparative measure. The Company’s presentation of these measures should not be construed as an inference that future results will be unaffected by unusual or nonrecurring items. For more information on these non-GAAP financial measures, please see the section titled “Reconciliation of Net Income attributable to Golden Matrix Group Inc., to Adjusted Earnings excluding Interest Expense, Interest Income, Amortization Expense and Stock-based Compensation Expense” included at the end of this release.

Connect with us:

Twitter - https://twitter.com/GMGI_Group

Instagram - https://www.instagram.com/goldenmatrixgroup/“

Golden Matrix Group

Contact: Scott Yan

info@goldenmatrix.com

www.goldenmatrix.com

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TABLES

Reconciliation of Net Income attributable to Golden Matrix Group Inc., to Adjusted Earnings excluding Interest Expense, Interest Income, Amortization Expense and Stock-based Compensation Expense

	Three Months Ended April 30, 2021			Three Months Ended April 30, 2020
GAAP Net Income	$	127,872		$	229,739
+ Interest Expense		-		$	6,151
- Interest Income	$	(40	)	$	(1,296	)
+ Amortization Expense	$	9,526			-
+ Stock-based Compensation Expense	$	525,953		$	328,056
Non-GAAP Adjusted EBITDA	$	663,311		$	562,650

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Golden Matrix Group, Inc.

Consolidated Balance Sheets

	As of			As of
	April 30, 2021			January 31, 2021
	(Unaudited)			(Audited)
ASSETS
Current assets:
Cash and cash equivalents		11,750,489			11,706,349
Account receivable, net		2,066,972			1,040,410
Account receivable - related parties		1,126,793			656,805
Prepaid expenses		53,301			410,983
Total current assets		14,997,555			13,814,547
Non-current assets
Intangible assets		164,474			-
Total non-current assets		164,474			-
Total assets		15,162,029			13,814,547
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities		914,025			78,913
Accounts payable - related parties		316,821			208,521
Advances from shareholders		101			99
Accrued interest		123			123
Consideration payable - related party		-			115,314
Customer deposit		10,000			149,640
Total current liabilities		1,241,070			552,610
Total liabilities		1,241,070			552,610
Shareholders’ equity:
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; 40,000,000 and 40,000,000 shares authorized; 23,289,273 and 22,741,665 shares issued and outstanding respectively		233			227
Additional paid-in capital		38,859,526			38,320,729
Stock payable		6,000			7,420
Stock payable - related parties		-			7,420
Accumulated other comprehensive loss		209			(978	)
Accumulated deficit		(24,945,009	)		(25,072,881	)
Total shareholders’ equity		13,920,959			13,261,937
Total liabilities and shareholders’ equity		15,162,029			13,814,547

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GOLDEN MATRIX GROUP. INC.

Consolidated Statements of Operations and Comprehensive Income (Loss)

Unaudited

	Three Months Ended			Three Months Ended
	April 30, 2021			April 30, 2020
Revenues		1,969,414			203,199
Revenues - related party		669,988			531,565
Cost of goods sold		(1,493,043	)		(31,496	)
Gross profit		1,146,359			703,268
Costs and expenses:
G&A expense		327,711			110,640
G&A expense- related party		562,344			337,646
Professional fees		93,607			20,388
Research and development expense		21,218			-
Total operating expenses		1,004,880			468,674
Gain from operations		141,479			234,594
Other income (expense):
Interest expense		-			(6,151	)
Interest Earned		40			1,296
Foreign exchange loss		(13,647	)		-
Total other income (expense)		(13,607	)		(4,855	)
Net income		127,872			229,739
Other comprehensive income (loss)
Foreign currency translation adjustment		1,187			-
Total comprehensive income (loss)		129,059			229,739
Net earnings (loss) per common share - basic		0.01			0.01
Net earnings (loss) per common share - diluted		-			0.01
Weighted average number of common shares outstanding - basic		22,939,379			18,968,792
Weighted average number of common shares outstanding - diluted		34,938,942			28,136,963

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EX-99.2

 EXHIBIT 99.2