10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

(Mark One)

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

For the quarterly period ended September 30, 2024

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

For the transition period from ______ to _______

Commission File Number: 001-41326

Golden Matrix Group, Inc.
(Exact name of registrant as specified in its charter)
Nevada	46-1814729
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(State or other jurisdiction<br><br>of incorporation or organization)	(I.R.S. Employer<br><br>Identification No.)
3651 Lindell Road, Ste D131<br><br>Las Vegas, NV	89103
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(Address of principal executive offices)	(Zip Code)

(702) 318-7548

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.00001 Par Value Per Share	GMGI	The NASDAQ Stock Market LLC<br><br>(The NASDAQ Capital Market)

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 ☒     No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒     No ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 accounting standard provided pursuant to Section 13(a) of the Exchanger Act ☐

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

As of November 12, 2024, there were 128,902,717 shares of the registrant’s $0.00001 par value common stock issued and outstanding.

Explanatory Note

On November 12, 2024, Golden Matrix Group, Inc. filed its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024 (the “Original Form 10-Q”) with the U.S. Securities and Exchange Commission (the “SEC”).

The Original Form 10-Q failed to include certain required XBRL tagging and this Amendment No. 1 to Quarterly Report on Form 10-Q is being filed solely to include such XBRL tagging under Item 5. Other Information.

As such, this Amendment No. 1:

●	restates Item 5. Other Information of the Original Form 10-Q to include the required XBRL tagging; and
●	files new certifications of our principal executive officer and principal financial officer as exhibits to this Amendment under Item 6 of Part II hereof, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
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GOLDEN MATRIX GROUP, INC.

TABLE OF CONTENTS

		Page
PART II. OTHER INFORMATION
Item 5.	Other Information	4
Item 6.	Exhibits	4
3
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Table of Contents

Item 5. Other Information

(c) Rule 10b5-1 Trading Plans .

Our directors and executive officers may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act. During the quarter ended September 30, 2024, none of the Company’s directors or officers (as defined in Rule 16a-1(f)) adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement”, except as follows:

·	On August 22, 2024, Weiting ‘Cathy’ Feng, the Company’s Chief Financial Officer, Chief Operating Officer and Director entered into a 10b5-1 trading arrangement.

Item 6. Exhibits

The exhibits required to be filed by Item 6 are set forth in, and filed with or incorporated by reference in, the “Exhibit Index” of the Original Form 10-Q. The attached list of exhibits in the “Exhibit Index” sets forth the additional exhibits required to be filed with this Amendment No. 1 and is incorporated herein by reference in response to this item.

Exhibit<br><br>Number	Description
31.3*	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
31.4*	Certification of Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act
101.INS	Inline XBRL Instance Document (filed herewith)
101.SCH	Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents (filed herewith)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
*	Filed herewith.
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Table of Contents

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 thereunto duly authorized.

	Golden Matrix Group, Inc.
Date: April 30, 2025	/s/ Anthony Brian Goodman
	By:	Anthony Brian Goodman,<br><br>Chief Executive Officer<br><br>(Principal Executive Officer)
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gmgi_ex313.htm EXHIBIT 31.3

Certification of Chief Executive Officer

I, Anthony Brian Goodman, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q/A of Golden Matrix Group, Inc. (the “registrant”); and
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.

Date: April 30, 2025
/s/ Anthony Brian Goodman

| Anthony Brian Goodman |

| Chief Executive Officer<br> <br>(Principal Executive Officer) |

gmgi_ex314.htm EXHIBIT 31.4

Certification of Principal Accounting Officer

I, Rich Christensen, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q/A of Golden Matrix Group, Inc. (the “registrant”); and
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.

Date: April 30, 2025
/s/ Rich Christensen

| Rich Christensen |

| Chief Financial Officer<br> <br>(Principal Financial/Accounting Officer) |