Golden Matrix Group, Inc. Files 2023 10-K

TL;DR

<b>Golden Matrix Group, Inc. filed its 2023 10-K, detailing its fiscal year performance and various agreements.</b>

AI Summary

Golden Matrix Group, Inc. (MRDN) filed a Annual Report (10-K) with the SEC on January 17, 2024. Fiscal year 2023 ended October 31, 2023. The company is due 0.25% of monthly fees from GM2 Asset if less than $100M, 0.2% if between $100M and $200.5M, and 0.15% if over $200.5M. Subsequent event: A payment of $50,000 was made on December 1, 2023. Promissory note agreement dated January 11, 2023. Employment agreements were in place for the fiscal years ending October 31, 2021, 2022, and 2023.

Why It Matters

For investors and stakeholders tracking Golden Matrix Group, Inc., this filing contains several important signals. The filing provides specific details on revenue-sharing agreements for the GM2 Asset, which could impact future earnings based on performance thresholds. The inclusion of multiple agreements, including promissory notes and employment contracts, offers insight into the company's operational and financial commitments.

Risk Assessment

Risk Level: medium — Golden Matrix Group, Inc. shows moderate risk based on this filing. The company's revenue sharing model for the GM2 Asset has tiered percentages based on fee generation, introducing variability in potential income.

Analyst Insight

Monitor the GM2 Asset's monthly fee generation to assess potential revenue impact based on the tiered percentage structure.

Financial Highlights

revenue

28182575

net Income

36162932

revenue Growth

0.07

Key Numbers

• 2023-10-31 — Fiscal Year End (Conformed period of report)
• 0.25% — GM2 Asset Fee Share (Percentage of monthly fees if less than $100,000,000)
• 0.2% — GM2 Asset Fee Share (Percentage of monthly fees if between $100,000,000 and $200,500,000)
• 0.15% — GM2 Asset Fee Share (Percentage of monthly fees if over $200,500,001)
• 2023-12-01 — Subsequent Event Date (Date of a $50,000 payment)
• 2023-01-11 — Promissory Note Agreement Date (Date of Meridian Purchase Agreement and Promissory Note)

Key Players & Entities

• Golden Matrix Group, Inc. (company) — Filer name
• GM2 Asset (company) — Asset mentioned in revenue sharing agreement
• Source Gold Corp. (company) — Former company name
• Ibex Resources Corp. (company) — Former company name
• Paul Hardman (person) — Mentioned in relation to employment agreements

Forward-Looking Statements

• Golden Matrix Group's revenue from the GM2 Asset will likely fluctuate based on the tiered fee structure, with higher monthly fees potentially leading to a lower percentage take but higher absolute revenue. (Golden Matrix Group, Inc.) — medium confidence, target: 2024-10-31
• The Meridian Purchase Agreement, a subsequent event, will likely be a key driver of strategic direction and financial performance in the upcoming fiscal year. (Meridian Purchase Agreement) — medium confidence, target: 2024-10-31

FAQ

Risk Factors

• Revenue Sharing Agreement for GM2 Asset [medium — financial]: The company's revenue is subject to variable percentages based on the monthly fees generated by the GM2 Asset, with tiers at $100M and $200.5M.

Key Dates

• 2023-10-31: Fiscal Year End — End of the reporting period for the 10-K filing.
• 2024-01-17: Filing Date — Date the 10-K was filed with the SEC.
• 2023-12-01: Subsequent Event — A $50,000 payment was made.
• 2023-01-11: Promissory Note Agreement — Date of a significant financial agreement.

Key Financial Figures

• $0.00001 — nge on which registered Common Stock, $0.00001 Par Value Per Share GMGI The NASDAQ
• $2.26 — n Stock on the Nasdaq Capital Market of $2.26 on April 28, 2023, the last trading day
• $2,374,712 — rtible Promissory Note in the amount of $2,374,712. On February 26, 2016, 60 shares were i
• $100,000,000 — et in the event such fees are less than $100,000,000; 0.2% of the monthly fees generated by
• $200,500,000 — ees are over $100,000,000 and less than $200,500,000 and 0.15% of the monthly fees generated
• $200,500,001 — 2 Asset in the event such fees are over $200,500,001. Such fees have to date been less than
• $113,000 — 5,000 Pounds Sterling () (approximately $113,000). On March 22, 2021, the Company paid M
• $115,314 — 22, 2021, the Company paid Mr. Goodman $115,314 USD (equivalent to 85,000 GBP), for the
• $8.00 — th an agreed value of GBP 4,000,000, or $8.00 per share of Company common stock (the
• $562,650 — 021 (described above), in the amount of $562,650. A total of GBP 1,000,000 (USD $1,366,
• $1,366,500 — 562,650. A total of GBP 1,000,000 (USD $1,366,500)(the " Holdback Amount ") was retained
• $7,200,000 — RKings achieved revenue of at least USD $7,200,000 during the six full calendar months imm
• $5,330,000 — y the RKings Sellers GBP 4,000,000 (USD $5,330,000) (the "Earn-Out Consideration"), which
• $548,112 — in the amount of 450,000 (approximately $548,112), representing one-half of the 1,000,00
• $1,218,027 — ne-half of the 1,000,000 (approximately $1,218,027) Holdback Amount, less 50,000 (approxim

Filing Documents

• gmgi_10k.htm (10-K) — 2323KB
• gmgi_ex42.htm (EX-4.2) — 13KB
• gmgi_ex211.htm (EX-21.1) — 3KB
• gmgi_ex231.htm (EX-23.1) — 2KB
• gmgi_ex311.htm (EX-31.1) — 12KB
• gmgi_ex312.htm (EX-31.2) — 10KB
• gmgi_ex321.htm (EX-32.1) — 4KB
• gmgi_ex322.htm (EX-32.2) — 4KB
• gmgi_10kimg2.jpg (GRAPHIC) — 8KB
• gmgi_10kimg1.jpg (GRAPHIC) — 3KB
• 0001477932-24-000230.txt (&nbsp;) — 8821KB
• gmgi-20231031.xsd (EX-101.SCH) — 85KB
• gmgi-20231031_lab.xml (EX-101.LAB) — 450KB
• gmgi-20231031_cal.xml (EX-101.CAL) — 64KB
• gmgi-20231031_pre.xml (EX-101.PRE) — 403KB
• gmgi-20231031_def.xml (EX-101.DEF) — 287KB
• gmgi_10k_htm.xml (XML) — 1101KB

BUSINESS

ITEM 1. BUSINESS 5

RISK FACTORS

ITEM 1A. RISK FACTORS 31

UNRESOLVED STAFF COMMENTS

ITEM 1B. UNRESOLVED STAFF COMMENTS 71

CYBERSECURITY

ITEM 1C. CYBERSECURITY 71

PROPERTIE S

ITEM 2. PROPERTIE S 71

LEGAL PROCEEDINGS

ITEM 3. LEGAL PROCEEDINGS 71

MINE SAFETY DISCLOSURES

ITEM 4. MINE SAFETY DISCLOSURES 71 PART II

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. 72

[RESERVED]

ITEM 6. [RESERVED] 72

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 73

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 87

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 88

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 89

CONTROLS AND PROCEDURES

ITEM 9A. CONTROLS AND PROCEDURES 89

OTHER INFORMATION

ITEM 9B. OTHER INFORMATION. 90

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. 90 PART III

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 91

EXECUTIVE COMPENSATION

ITEM 11. EXECUTIVE COMPENSATION 102

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. 108

PRINCIPAL ACCOUNTING FEES AND SERVICES

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 119 PART IV

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 121

FORM 10–K SUMMARY

ITEM 16. FORM 10–K SUMMARY 127

SIGNATURES

SIGNATURES 128 2 Table of Contents Cautionary Statement Regarding Forward-Looking Statements This Annual Report on Form 10-K (this " Report ") contains forward-looking statements, including within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our industry, our beliefs and our assumptions. Words such as " anticipate, " " expects, " " intends, " " plans, " " believes, " " seeks " and " estimates " and variations of these words and similar expressions are intended to identify forward-looking statements. 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: our need for significant additional financing to grow and expand our operations, the availability and the terms of such financing, and potential dilution which may be caused by the availability of such financing, if obtained through the sale of equity or convertible securities; dilution caused by the conversion of outstanding preferred stock, and/or acquisitions; the Company's ability to complete acquisitions, including the pending acquisition of the Meridian Companies (as defined below), and the available funding for such acquisitions; and disruptions caused by acquisitions, including the pending Meridian Acquisition, changes of control in connection with the Meridian Acquisition and other risks associated therewith; the reliance on suppliers of third-party gaming content and the cost of such content; the ability of the Company to obtain addition

Business

Item 1. Business Introduction The information included in this Report on Form 10-K should be read in conjunction with the consolidated financial statements and related notes in "Item 8. Financial Statements and Supplemental Data" of this Report. Our logo and some of our trademarks and tradenames are used in this Report. This Report also includes trademarks, tradenames and service marks that are the property of others. Solely for convenience, trademarks, tradenames, and service marks referred to in this Report may appear without the , and SM symbols. References to our trademarks, tradenames and service marks are not intended to indicate in any way that we will not assert to the fullest extent under applicable law our rights or the rights of the applicable licensors if any, nor that respective owners to other intellectual property rights will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend the use or display of other companies' trademarks and trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies. The market data and certain other statistical information used throughout this Report are based on independent industry publications, reports by market research firms or other independent sources that we believe to be reliable sources. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information; and we have not commissioned any of the market or survey data that is presented in this Report. We are responsible for all the disclosures contained in this Report, and we believe these industry publications and third-party research, surveys and studies are reliable. While we are not aware of any misstatements regarding any third-party information presented in this Report, their estimates, in particular

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