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**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-KT/A**

**Amendment No.1**

 

ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended 

 

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

 

For the transition period from **August 1, 2019 to January 31, 2020**

 

Commission File # 000-54840 

 

 

| **Golden Matrix Group, Inc.**                                     |
|-------------------------------------------------------------------|
| (Exact name of small business issuer as specified in its charter) |

 

**Nevada**

(State or other jurisdiction of incorporation or organization)

 

**46-1814729**

(IRS Employer Identification Number)

 

**3651 Lindell Road, Suite D131, Las Vegas, NV 89103**

(Address of principal offices)

 

**(702) 318-7548**(Issuer’s telephone number)

 

**Securities registered pursuant to section 12(b) of the Act:**None

 

**Securities registered pursuant to section 12(g) of the Act:**

 

**Common Stock, Par Value $0.00001 per share**

(Title of Class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes     ☒ No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act: ☐ Yes     ☒ No

 

Indicate by check mark whether the registrant(1) has filed all reports required 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 day. ☒ Yes     ☐ No

 

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     ☐ No

 

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 | ☐ | 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 Act). ☐ Yes     ☒ No

 

On July 31, 2019, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the Common Stock held by non-affiliates of the registrant was $8,140,113, based upon the closing price on that date of the Common Stock of the registrant on the OTCPINK of $0.006. For purposes of this response, the registrant has assumed that its directors, executive officers and beneficial owners of 5% or more of its Common Stock are deemed affiliates of the registrant.

 

As of May 28, 2020, the registrant had 2,855,318,757 shares of its Common Stock, $0.00001 par value, outstanding. 

 

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**Golden Matrix Group, Inc.**

 

**Explanatory Note**

 

This Amendment No. 1 on Form 10-KT/A (the “Amendment”) to the Transition Annual Report on Form 10-KT for the fiscal year ended January 31, 2020, filed by Golden Matrix Group, Inc., a Nevada corporation (the “Company”), with the United States Securities and Exchange Commission on June 8, 2020 (the “Transition Annual Report”), is filed for the sole purpose of including Exhibit 23.1, the auditor’s consent, which was inadvertently omitted from the previously filed Transition Annual Report. 

 

As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications of our principal executive officer and principal financial offer are being filed as exhibits to this Amendment. 

 

Other than the inclusion of Exhibit 23.1, there are no changes to the information contained in the Transition Annual Report and this Amendment does not reflect events occurring after the Transition Annual Report, or modify or update the disclosures therein in any way.

 

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**Golden Matrix Group, Inc.**

**Part IV**

 

 

**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15(d) 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.**                                           |        |
|-------------------------------------------------------------------------|--------|
|                                                                    |   |
| */s/ Anthony Goodman*                                                   |        |
| Anthony Goodman                                                         |   |
| President, Chief Executive Officer, 

Secretary, Treasurer and Chairman |   |
|                                                                    |   |
| July 14, 2020                                                           |   |

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

 

| **Signature**             |   | **Title** |   | **Date**      |
|---------------------------|--------|-----------|--------|---------------|
|                      |   |      |   |          |
| */s/ Anthony Goodman*     |   | President |   | July 14, 2020 |
| Anthony Goodman           |   |      |   |          |
|                      |   |      |   |          |
| */s/ Weiting Feng*        |   | Director  |   | July 14, 2020 |
| Weiting Feng              |   |      |   |          |
|                      |   |      |   |          |
| */s/ Thomas E. McChesney* |   | Director  |   | July 14, 2020 |
| Thomas E. McChesney       |   |      |   |          |

 

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**Golden Matrix Group, Inc.**

**Part IV**

 

**EXHIBIT INDEX**

 

| **Number**          |   | **Exhibit Description**                                                                        |
|---------------------|--------|------------------------------------------------------------------------------------------------|
|                |   |                                                                                           |
| 3.1*                |   | Articles of Incorporation of Golden Matrix Group, Inc.                                         |
|                |   |                                                                                           |
| 3.2*                |   | Bylaws of Golden Matrix Group, Inc.                                                            |
|                |   |                                                                                           |
| 23.1+               |   | Consent of Independent Registered Public Accounting Firm                                       |
|                |   |                                                                                           |
| 31.1+               |   | Certification of the Chief Executive Officer pursuant to section 302 of the Sarbanes-Oxley Act |
|                |   |                                                                                           |
| 31.2+               |   | Certification of the Chief Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act |
|                |   |                                                                                           |
| 32.1+ ‡  |   | Certification of the Chief Executive Officer pursuant to section 906 of the Sarbanes-Oxley Act |
|                |   |                                                                                           |
| 32.2+ ‡       |   | Certification of the Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act |

______________

* Filed with the SEC on the October 7, 2008 as part of our Registration of Securities on Form S-1.

 

+ Filed herewith.

 

‡ This certificate accompanies this report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by GMGI for purposes of Section 18 or any other provision of the Securities Exchange Act of 1934, as amended.

 

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