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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One) | |
| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 |
For the transition period from ______ to _______
Commission File Number
(Exact name of registrant as specified in its charter) |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
|
| |
(Address of principal executive offices) |
| (Zip Code) |
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None.
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.
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).
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 | ☐ |
☒ | 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
As of March 8, 2022, there were
GOLDEN MATRIX GROUP, INC.
TABLE OF CONTENTS
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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| Table of Contents |
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Information included in this Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements within the meaning of the federal securities laws, including 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”) and the Private Securities Litigation Reform Act of 1995. 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,” “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. You should read the matters described and incorporated by reference in “Risk Factors” and the other cautionary statements made in this Report, and incorporated by reference herein, as being applicable to all related forward-looking statements wherever they appear in this Report. We cannot assure you that the forward-looking statements in this Report will prove to be accurate and therefore prospective investors are encouraged not to place undue reliance on forward-looking statements.
Summary Risk Factors
Our business is subject to numerous risks and uncertainties, including those included in, and incorporated by reference in, the section entitled “Risk Factors” and elsewhere in this Report. These risks include, but are not limited to, the following:
| • | our need for significant additional financing to grow and expand our operations, the availability and terms of such financing, and potential dilution which may be caused by such financing, if obtained through the sale of equity or convertible securities; |
| • | the impact of the COVID-19 pandemic, and other pandemics and epidemics, on the Company; |
| • | the ability of the Company to manage growth; |
| • | our limited operating history; |
| • • | disruptions caused by acquisitions; the reliance on suppliers of third-party gaming content and the cost of such content; |
| • | the fact that the Company’s Chief Executive Officer has voting control over the Company; |
| • | related party relationships and the significant portion of the Company’s revenues generated thereby, as well as conflicts of interest related thereto; |
| • | 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 (both current and future) 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, as well as cybersecurity and hacking risks; |
| • | risks relating to our recent acquisition of RKingsCompetitions Ltd; |
| • | 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 lack of a market for our securities and the volatility in the trading prices thereof caused thereby; |
| • | claims relating to alleged violations of intellectual property rights of others and our ability to maintain our intellection property rights; |
| • | the dependence on current management; |
| • | the ability to manage expenses associated with sales and marketing and necessary general and administrative and technology investments; |
| • | the ability to obtain a listing of our common stock on NASDAQ; |
| • | dilution caused by the sale of common stock or convertible securities; |
| • | general consumer sentiment and economic conditions that may affect levels of discretionary customer purchases of the Company’s products; and |
| • | Other risks disclosed below, and incorporated by reference in, “Risk Factors”, below. |
| 3 |
| Table of Contents |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Golden Matrix Group, Inc and Subsidiaries
Consolidated Balance Sheets
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| As of |
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| As of |
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| January 31, 2022 |
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| October 31, 2021 |
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| (Unaudited) |
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| (Audited) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
| $ |
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| $ |
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Accounts receivable, net |
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Accounts receivable – related parties |
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Prepaid expenses |
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Short-term deposit |
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Inventory, prizes |
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Total current assets |
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Non-current assets: |
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Property, plant and equipment |
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Intangible assets |
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Operating lease right-of-use assets |
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Goodwill |
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Total non-current assets |
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Total assets |
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| $ |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable and accrued liabilities |
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Accounts payable-related party |
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Accrued income tax liability |
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Deferred revenues |
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Advance from shareholder |
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Deferred tax liability |
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Accrued interest |
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Customer deposit |
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Consideration payable |
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Contingent liability |
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Current portion of operating lease liabilities |
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Total current liabilities |
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Non-current liabilities: |
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Non-current portion of operating lease liability |
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Total non-current liabilities |
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Total liabilities |
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Shareholders’ equity: |
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Preferred stock, $ |
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Preferred stock, Series B: $ |
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Common stock: $ |
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Additional paid-in capital |
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Accumulated other comprehensive income (loss) |
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Accumulated deficit |
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Total shareholders' equity of GMGI |
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Noncontrolling interests |
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Total equity |
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Total liabilities and shareholders’ equity |
| $ |
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| $ |
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See accompanying notes to consolidated financial statements.
| 4 |
| Table of Contents |
Golden Matrix Group, Inc and Subsidiaries
Consolidated Statements of Operations and Comprehensive Income
(Unaudited)
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| January 31, |
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| 2021 |
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Revenues |
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Revenues-related party |
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Total revenues |
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Cost of goods sold |
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Gross profit |
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Costs and expenses: |
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General and administrative expense |
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General and administrative expense- related party |
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Research and development expense |
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Professional fees |
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Total operating expenses |
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Income from operations |
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Other income (expense): |
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Interest expense |
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Interest earned |
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Foreign exchange gain |
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Total other income |
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Net income before tax |
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Provision for income taxes |
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Net income |
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Less: Net income attributable to noncontrolling interest |
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Net income attributable to GMGI |
| $ |
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| $ |
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Weighted average ordinary shares outstanding: |
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Basic |
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Diluted |
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Net income per ordinary share attributable to GMGI: |
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Basic |
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Diluted |
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Statements of Comprehensive Income: |
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Net income |
| $ |
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| $ |
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Foreign currency translation adjustments |
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Comprehensive income |
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Less: Net income attributable to noncontrolling interest |
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Comprehensive income attributable to GMGI |
| $ |
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| $ |
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See accompanying notes to consolidated financial statements.
| 5 |
| Table of Contents |
Golden Matrix Group, Inc and Subsidiaries
Consolidated Statement of Shareholders’ Equity
Three Months Ended January 31, 2021 and 2022
(Unaudited)
|
| Preferred Stock-Series B |
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| Common Stock |
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| Additional Paid-in |
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| Stock |
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| Stock Payable-Related |
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| Accumulated Other Comprehensive |
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| Accumulated |
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| Total Equity |
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| Non-controlling |
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| Total Stockholder’s |
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| Shares |
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| Amount |
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| Shares |
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| Amount |
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| Capital |
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| Payable | Party | Income (Loss) | Deficit | of GMGI | interest | Equity |
| ||||||||||||||||||||||||
Balance at October 31, 2020 |
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Fair value of shares issued for services |
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| - |
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| - |
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Shares issued on exercise of options |
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Shares issued on cashless exercise of options |
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Shares issued for private placement |
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FV of option/warrants issued for services |
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| - |
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Acquisition of GTG |
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Cumulative Translation adjustment |
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| - |
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| - |
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Imputed interest |
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| - |
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Net profit for the quarter |
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| - |
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| - |
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Balance at January 31, 2021 |
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Balance at October 31, 2021 |
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Shares issued for services |
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Shares issued on cashless exercise of options |
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Shares issued on cashless exercise of options - related party |
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Shares issued as consideration to acquire Rkings |
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FV of option/warrants issued for services |
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Cumulative translation adjustment |
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Fair value of non-controlling interest in Rkings |
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Net profit for the quarter |
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Balance at January 31, 2022 |
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See accompanying notes to consolidated financial statements.
| 6 |
| Table of Contents |
Golden Matrix Group, Inc and Subsidiary
Consolidated Statements of Cash Flow
(Unaudited)
|
| Three Months Ended |
| |||||
|
| January 31, |
| |||||
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| 2022 |
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| 2021 |
| ||
Cash flows from operating activities: |
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Net income |
| $ |
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| $ |
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Adjustments to reconcile net income to cash provided by operating activities: |
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Fair value of stock option issued for services |
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Stock based compensation – related parties |
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| - |
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Fair value of shares issued for services |
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Imputed interest |
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| - |
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Amortization expense |
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Depreciation of property, plant and equipment |
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Changes in operating assets and liabilities: |
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(Increase) decrease in accounts receivable |
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| ( | ) | |
(Increase) decrease in accounts receivable – related party |
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| ( | ) | |
(Increase) decrease in prepaid expense |
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| ( | ) |
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| ( | ) |
(Increase) decrease in inventory, prize |
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(Increase) decrease in operating lease assets |
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(Decrease) increase in accounts payable and accrued liabilities |
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(Decrease) increase in accounts payable – related party |
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(Decrease) increase in accrued income tax liability |
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(Decrease) increase in deferred revenues |
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(Decrease) in customer deposit |
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| ( | ) | |
(Decrease) increase in operating lease liabilities |
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| ( | ) |
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Net cash provided by operating activities |
| $ |
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| $ |
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Cash flows from investing activities: |
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Cash paid for purchase of Rkings |
|
| ( | ) |
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Cash received from Investment in Global Technology Group Pty Ltd– related party |
|
| - |
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Cash paid for purchase of fixed assets |
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| ( | ) |
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Cash paid for purchase of intangible assets |
|
| ( | ) |
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Net cash provided by (used in) investing activities |
| $ | ( | ) |
| $ |
| |
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Cash flows from financing activities: |
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Proceeds from sale of stock |
|
| - |
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| |
Repayments on shareholder loans |
|
| - |
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| ( | ) |
Repayments on settlement payable - related party |
|
| - |
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| ( | ) |
Advance from shareholders |
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Proceeds from option exercise |
|
| - |
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Net cash provided by financing activities |
| $ |
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| $ |
| ||
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Effect of exchange rate changes on cash |
|
| ( | ) |
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Net increase (decrease) in cash and cash equivalents |
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Cash and cash equivalents at beginning of year |
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Cash and cash equivalents at end of the quarter |
| $ |
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| $ |
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Supplemental cash flows disclosures |
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Interest paid |
| $ | - |
|
| $ |
| |
Tax paid |
| $ | - |
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| $ |
| |
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Supplemental disclosure of non-cash activities |
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Cashless exercise of options |
| $ |
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| $ |
| ||
Accounts payable settled with accounts receivable – related party |
| $ | - |
|
| $ |
| |
Intangible asset written down |
| $ |
|
| $ |
| ||
See accompanying notes to consolidated financial statements.
| 7 |
| Table of Contents |
Golden Matrix Group, Inc. And Subsidiaries
Notes to the Consolidated Financial Statements
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION AND ACCOUNTING POLICIES
Organization and Operations
Golden Matrix Group, Inc. (together with its consolidated subsidiaries, collectively (“Golden Matrix”, “GMGI” “we”, “our”, “us”, or “Company”) is incorporated and registered in the State of Nevada, and operates (i) as an innovative provider of enterprise Software-as-a-Service (“SaaS”) solutions for online casino operators and online sports betting operators, commonly referred to as iGaming operators and, (ii) a provider of pay to enter prize competitions in the United Kingdom (UK).
The Company has historically operated in the business-to-business (“B2B”) segment where it develops and owns online gaming intellectual property (IP) and builds configurable and scalable, turn-key, and white-label gaming platforms for international customers, located primarily in the Asia Pacific region. With the acquisition of RKingsCompetitions Ltd. effective on November 1, 2021, the Company has entered into the business-to-consumer (“B2C”) segment by offering pay to enter prize competitions throughout the UK which are not gambling or a lottery; we do not offer B2C online sports betting and/or online casino services. The prize competitions require entrants to demonstrate sufficient skill, knowledge or judgment to have a chance of winning and participants are provided with a route to free entry to the prize competitions as required by UK law.
In the B2B segment, the Company has developed a proprietary Internet gambling enterprise software system that provides for unique casino and live game operations on the platforms that include GM-X System (“GM-X”) and GM-Ag System, Turnkey Solution and White Label Solutions. These platforms are provided to Asia Pacific Internet-based and land-based casino operators as a turnkey technology solution for regulated real money Internet gambling (“RMiG”), Internet sports gaming, and virtual simulated gaming (“SIM”).
In the B2C segment, the Company has improved functionality and responsiveness of the RKingsCompetitions.com website and expanded its marketing efforts from Northern Ireland to encompass the UK as its customer reach.
On April 27, 2020, we filed a Certificate of Change Pursuant to NRS 78.209 with the Nevada Secretary of State pursuant to which we affected a reverse stock split of our authorized and issued and outstanding common stock in a ratio of 1-for-150. As a result of such filing, our authorized shares of common stock decreased from 6 billion to 40 million and our issued and outstanding shares of common stock decreased in a ratio of 1-for-150. All fractional shares of common stock remaining after the reverse split were rounded up to the nearest whole share. Pursuant to Section 78.207(1) of the Nevada Revised Statutes (“NRS”), shareholder approval was not required for this transaction. The Certificate of Change was effective with the Financial Industry Regulatory Authority (FINRA) on June 26, 2020. The effects of the reverse stock split are retroactively reflected throughout this Report.
On May 12, 2020, the Board of Directors of the Company approved a change in the Company’s fiscal year from July 31 to January 31, effective immediately.
On January 19, 2021, the Company acquired
| 8 |
| Table of Contents |
The Company is required to have a recognized business-to-business (B2B) gambling license in order to acquire certain gaming content. Currently the Company is not required to have a gaming license for the licensing of its GM-X System or the resale of third-party content to operators in the jurisdictions in which it currently conducts business, however as the Company expands its global distribution licensing regulatory requirements will be required.
On October 29, 2021, the Board of Directors approved a change in the Company’s fiscal year from January 31 to October 31, effective as of the same date.
On November 22, 2021, the Board of Directors of the Company approved the filing of a Certificate of Amendment to the Company’s Articles of Incorporation to increase the Company’s authorized number of shares of Common Stock from forty million (40,000,000) shares to two hundred and fifty million (250,000,000) shares and to restate Article 3, Capital Stock thereof, to reflect such amendment, and clarify the Board of Director’s ability to designate and issue ‘blank check’ preferred stock. The Amendment was filed with the Secretary of State of Nevada and became effective on December 16, 2021.
On November 29, 2021, the Company entered into a Sale and Purchase Agreement of Ordinary Issued Share Capital (the “Purchase Agreement”), to acquire an 80% ownership interest in RKingsCompetitions Ltd, a private limited company formed under the laws of Northern Ireland (“RKings”). On December 6, 2021, the Company closed the Purchase, which was effective on November 1, 2021.
Interim Financial Statements
These unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the consolidated financial statements do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These consolidated financial statements should be read in conjunction with the financial statements for the fiscal year ended October 31, 2021 and notes thereto and other pertinent information contained in the Transition Report on Form 10-KT for the nine months ended October 31, 2021, which the Company has filed with the Securities and Exchange Commission (the “SEC”) on January 13, 2022.
The results of operations for the three months ended January 31, 2022, are not necessarily indicative of the results to be expected for the full fiscal year ending October 31, 2022.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiary, Global Technology Group Pty Ltd. and its 80% ownership interest in RKingsCompetitions Ltd. All intercompany transactions and balances have been eliminated.
Business Combination - Common Control Asset Acquisition of Global Technology Group Pty Ltd
A common-control transaction is a transfer of net assets or an exchange of equity interests between entities under the control of the same parent. On January 19, 2021, the Company acquired 100% ownership of Global Technology Group Pty Ltd (GTG), an Australian Company, then wholly-owned by Mr. Anthony Brian Goodman. Mr. Goodman is also a controlling party of the Company via his stock holding in Luxor Capital, LLC, which has a controlling vote of greater than 50% of the Company. As such the acquisition of GTG was a common control acquisition.
The accounting and reporting for a transaction between entities under common control is addressed in the “Transactions Between Entities Under Common Control” subsections of Accounting Standards Codification (ASC) 805-50. ASC 805-50 requires that the receiving entity recognize the net assets received at their historical carrying amounts.
| 9 |
| Table of Contents |
Business Combination - Acquisition of 80% of RKingsCompetitions Ltd
The Company accounts for business combinations using the acquisition method of accounting in accordance with FASB ASC 805, Business Combinations. Identifiable assets acquired, and liabilities assumed, in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any non-controlling interest. Any adjustments to the purchase price allocation are made during the measurement period, not exceeding one year from the acquisition date, in accordance with ASC 805. The Company recognizes any non-controlling interest in the acquired subsidiary at fair value. The excess of the purchase price and the fair value of non-controlling interest in the acquired subsidiary over the fair value of the identifiable net assets of the subsidiary is recognized as goodwill. Identifiable assets with finite lives are amortized over their useful lives. Acquisition related costs are expensed as incurred.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include contingent liability, stock-based compensation, warrant valuation, accrued expenses and collectability of accounts receivable. The Company evaluates its estimates on an on-going basis and bases its estimates on historical experience and on various other assumptions the Company believes to be reasonable. Due to inherent uncertainties, actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company currently has no cash equivalents at January 31, 2022 and October 31, 2021.
Allowance for Doubtful Accounts
The allowance for doubtful accounts reflects our best estimate of probable losses inherent in the accounts receivable balance. The Company determines the allowance based on known troubled accounts, historical experience, and other currently available evidence. As of January 31, 2022 and October 31, 2021, the allowance for doubtful accounts was $
Website Development Costs
The Company accounts for website development costs in accordance with Accounting Standards Codification (ASC) 350-50 “Website Development Costs”. Accordingly, all costs incurred in the planning stage are expensed as incurred, costs incurred in the website application and infrastructure development stage that meet specific criteria are capitalized and costs incurred in the day-to-day operation of the website are expensed as incurred. All costs associated with the websites are subject to straight-line amortization over a three-year period. During the three months ended January 31, 2022, $
| 10 |
| Table of Contents |
Software Development Costs
The Company capitalizes internal software development costs subsequent to establishing technological feasibility of a software application in accordance with guidelines established by “ASC 985-20-25” Accounting for the Costs of Software to Be Sold, Leased, or Otherwise Marketed, requiring certain software development costs to be capitalized upon the establishment of technological feasibility. The establishment of technological feasibility and the ongoing assessment of the recoverability of these costs require considerable judgment by management with respect to certain external factors such as anticipated future revenue, estimated economic life, and changes in software and hardware technologies. Amortization of the capitalized software development costs begins when the product is available for general release to customers. Capitalized costs are amortized based on the straight-line method over the remaining estimated economic life of the product.
Inventories, Prizes
RKings purchases prizes to award to winners of prize competitions; these prizes are the RKings’s inventory. Operations that include prizes are only through RKings. Inventory is stated at the lower of cost or net realizable value, using the first-in, first out (“FIFO”) method. Costs include expenditures incurred in the normal course of business in bringing stocks to their present location and condition. Full provision is made for obsolete and slow-moving items. Net realizable value comprises actual or estimated selling price (net of discounts) less all further costs to completion or to be incurred in marketing and selling. Inventory was $
Property, Plant and Equipment
Plant and machinery, fixtures, fittings, and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred.
Impairment of Intangible Assets
In accordance with ASC 350-30-65 “Goodwill and Other Intangible Assets”, the Company assesses the impairment of identifiable intangible assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers important, which could trigger an impairment review include the following:
| 1. | Significant underperformance compared to historical or projected future operating results; |
| 2. | Significant changes in the manner or use of the acquired assets or the strategy for the overall business; and |
| 3. | Significant negative industry or economic trends |
When the Company determines that the carrying value of an intangible asset may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent to the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. Intangible assets that have finite useful lives are amortized over their useful lives. The Company incurred amortization expense of $
Revenue Recognition
The Company currently has three distinctive revenue streams. In the B2B segment there are two revenue streams (i) charges for usage of the Company’s software, and, (ii) a royalty charged on the use of third-party gaming content. In the B2C segment, the revenue stream is related to the charges to enter prize competitions in the UK through RKings.
| 11 |
| Table of Contents |
B2B segment, revenue descriptions:
| 1. | For the usage of the Company’s software, the Company charges gaming operators for the use of its unique intellectual property (IP) and technology systems. |
| 2. | For the royalty charged on the use of third-party gaming content, the Company acquires the third-party gaming content for a fixed cost and resells the content at a margin. |
B2C segment, revenue descriptions:
|
| The Company generates revenues through RKings from sales of prize competitions tickets directly to customers for prizes throughout the United Kingdom ranging from automobiles to jewelry as well as travel and entertainment experiences. |
Pursuant to Financial Accounting Standards Board (FASB) Topic 606, Revenue Recognition, our company recognizes revenues by applying the following steps:
Step 1: Identify the contract with a customer.
Step 2: Identify the separate performance obligations in the contract.
Step 3: Determine the transaction price.
Step 4: Allocate the transaction price to the separate performance obligations in the contract.
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.
For the usage of the Company’s software, the Company provides services to the counterparty which include licensing the use of its unique IP and technology systems. The counterparty pays consideration in exchange for those services which include a variable amount depending on the Software Usage. The Company only recognizes the revenue at the month end when the usage occurs, and the revenue is based on the actual Software Usage of its customers.
For the royalty charged on the use of third-party gaming content, the Company acts as a distributor of the third-party gaming content which is utilized by the client. The counterparty pays consideration in exchange for the gaming content utilized. The Company only recognizes the revenue at the month end when the usage of the gaming content occurs, and the revenue is based on the actual usage of the gaming content.
For the prize competitions ticket sales, revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration RKings expects to be entitled to in exchange for those goods or services.
Payments for prize competitions received in advance of services being rendered are recorded as deferred revenue and recognized as revenue when control of the prize has been transferred to the winner of prize competitions.
Earnings Per Common Share
Basic net earnings per share of common stock is computed by dividing net earnings available to common shareholders by the weighted-average number of Common Shares outstanding during the period. Diluted net earnings per Common Share are determined using the weighted-average number of Common Shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents.
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.
| 12 |
| Table of Contents |
The following table sets forth the calculation of basic and diluted net earnings per share for the three-month periods ended January 31, 2022 and 2021.
|
| For the three months ended |
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Net income available to common shareholders |
| $ |
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Net income available to common shareholders |
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Diluted earnings per common share |
| $ |
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| $ |
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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.
Foreign Currency Translation and Transactions
The functional currency of our foreign operations is generally the local currency. For these foreign entities, we translate their financial statements into U.S. dollars using average exchange rates for the period for income statement amounts and using end-of-period exchange rates for assets and liabilities. We record these translation adjustments in Accumulated other comprehensive income (loss), a separate component of Equity, in our consolidated balance sheets. We record exchange gains and losses resulting from the conversion of transaction currency to functional currency as a component of other income (expense).
Fair Value of Financial Instruments
The Company has adopted the provisions of ASC Topic 820, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. ASC 820 does not require any new fair value measurements, but it does provide guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs).
| 13 |
| Table of Contents |
The hierarchy consists of three levels:
| · | Level 1 - Quoted prices in active markets for identical assets or liabilities. |
| · | Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets of liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. |
| · | Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
The Company uses Level 3 inputs for its valuation methodology for the warrant derivative liabilities and embedded conversion option liabilities.
Financial instruments consist principally of cash, accounts receivable, prepaid expenses, intangible assets, accounts payable, accrued liabilities, and customer deposits. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature. It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments.
Stock-Based Compensation
The Stock-based compensation expense is recorded as a result of stock options granted in return for services rendered. For the comparative periods, the share-based payment arrangements with employees were accounted for under FASB Accounting Standards Codification (ASC) 718, while nonemployee share-based payments issued for goods and services are accounted for under ASC 505-50. ASC 505-50 and Accounting Standards Update (ASU) 2018-07.
The expenses related to the share-based compensation are recognized on each reporting date. The amount is calculated as the difference between total expenses incurred and the total expenses already recognized.
The stock-based compensation of options issued to consultants was recognized as a component of cost of goods sold since the stock-based compensation is the direct labor cost associated with running the Company’s GM2 Asset system.
Recent Issued Accounting Pronouncements
The Company 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.
Impact of COVID-19 Pandemic on Consolidated Financial Statements.
The outbreak of the 2019 novel coronavirus disease (“COVID-19”), which was declared a global pandemic by the World Health Organization on March 11, 2020, and the related responses by public health and governmental authorities to contain and combat its outbreak and spread has severely impacted the U.S. and world economies. Decreased demand for our products and services caused by COVID-19 could have a material adverse effect on our results of operations. Separately, economic recessions, including those brought on by the COVID-19 outbreak may have a negative effect on the demand for our products, services and our operating results. The range of possible impacts on the Company’s business from the coronavirus pandemic could include, but are not limited to: (i) changing demand for the Company’s products and services; (ii) the closure of, or reduction in the number of persons who may be present in, establishments using the Company’s technology (resulting in a decrease in demand for such technology); (iii) travel restrictions and stay at home orders; (iv) recessions and other economic contractions which may decrease the amount of discretionary spending available to consumers and/or the amount such consumers are willing to spend; and (v) increasing contraction in the capital markets. At this time, our operations have not been materially negatively impacted by the coronavirus pandemic although much of the Company’s work was performed in the commuter environment, as opposed to the office setting.
| 14 |
| Table of Contents |
NOTE 2 – ACCOUNTS RECEIVABLE, NET
Accounts receivable are carried at their estimated collectible amounts. The balance is composed of trade accounts receivables that are periodically evaluated for collectability based on past credit history with customers and their current financial condition and amount due from Citibank for Automated Clearing House (ACH) transfers that were erroneously processed by Citibank (described below).
Amount due from Citibank is the result of Automated Clearing House (ACH) transfers that were erroneously posted to the Company’s bank account. The Company first notified Citibank of ACH transfers that were erroneously posted to the account. Overall, $
The Company has accounts receivable of $
NOTE 3 – ACCOUNTS RECEIVABLE – RELATED PARTY
Accounts receivable-related party are carried at their estimated collectible amounts. Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. The Company has accounts receivable from one related party: Articulate Pty Ltd. (“Articulate”), which is wholly-owned by Anthony Brian Goodman, CEO of the Company and his wife Marla Goodman, which amounts to $
NOTE 4 – PREPAID EXPENSES
The prepaid expenses mainly include credits from our supplier, retainer paid to our corporate attorney, prepaid national press releases, subscription of investor relation feeds, and a one-year Gaming License fee. The balances of prepaid assets are $
NOTE 5 – SHORT-TERM DEPOSITS
Office Lease deposit
Short-term deposits represent a deposit required for a new office lease in Australia. On June 1, 2021, the Company (through GTG) entered into a three-year term lease agreement for office space which commenced on June 1, 2021. The Company has the option to renew for a period of
Under the terms of the lease, the Company is required to provide a bank guarantee and has entered into a $
As of January 31, 2022 and October 31, 2021, the operating lease right-of-use asset is $
| 15 |
| Table of Contents |
NOTE 6 – ACQUISITION
Related Party Asset Acquisition
On December 22, 2020, the Company entered into a Share Purchase Agreement with Anthony Brian Goodman, CEO of the Company and also the sole director and owner of Global Technology Group Pty Ltd, a company incorporated in Australia (GTG). Under the agreement, Mr. Goodman agreed to sell
As described more fully in “NOTE 1 - BASIS OF PRESENTATION AND ACCOUNTING POLICIES”, the assets and liabilities of GTG have been recorded at their historical cost basis at the acquisition date, and are included in the Company’s consolidated financial statements.
The assets acquired and liabilities assumed in the Share Purchase Agreement are as follows:
Purchase Price: |
|
|
| |
85,000 GBP based on the exchange rate on January 19, 2021 |
| $ |
| |
|
|
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|
|
Assets acquired and liabilities assumed |
|
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Cash |
|
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| |
Prepayments – Gaming License |
|
|
| |
Advance from shareholders |
|
| ( | ) |
|
| $ |
| |
Reduction in Additional Paid in Capital in GMGI |
|
|
| |
Consideration payable – related party |
| $ |
| |
Third Party Business Acquisition
On November 29, 2021, the Company entered into a Sale and Purchase Agreement with the Sellers who were the sole shareholders of RKings.
RKings is a United Kingdom based online competition company offering business-to-consumer tournaments whereby individuals can purchase entries for online prize drawings.
Pursuant to the Purchase Agreement, the Sellers agreed to sell the Company 80% of the outstanding capital stock of RKings (the “Purchase” and the “RKings Stock”). In consideration for the RKings Stock, we agreed to pay the Sellers, pro rata with their ownership of RKings:
| (1) | a cash payment of GBP £ |
| (2) | |
| (3) | within seven days after the receipt of the audit of RKings (as required by Securities and Exchange Commission (“SEC”) rules and regulations), an additional number (rounded to the nearest whole share) of restricted shares of Company common stock, equal to (i) |
| 16 |
| Table of Contents |
In consideration for the RKings Stock, we agreed to pay the Sellers, pro rata with their ownership of RKings:
A total of GBP £
Additionally, in the event the (A) the Company determines, on or before the date on which the Company files its Annual Report on Form 10-K with the SEC for the Company’s fiscal year ending October 31, 2022 (the “Filing Date”), that the increase (if any) between (1) RKings’ twelve-month trailing EBITDA for the year ended October 31, 2022, less (2) RKings’ twelve-month trailing EBITDA for the year ended October 31, 2021, is at least GBP £
On December 6, 2021, the Company closed the Purchase, which had an effective date of November 1, 2021.
The Purchase Agreement also required that the Sellers and the Company enter into a Shareholders Agreement (the “Shareholders Agreement”), which was entered into and became effective on November 29, 2021, and is described in greater detail in the Current Report on Form 8-K filed by the Company on December 3, 2021.
In accordance with Financial Accounting Standards Board Accounting Standards Codification section 805, “Business Combinations”, the Company will accounted for the Purchase Agreement transaction as a business combination using the acquisition method. Due to the continuity of operations that will remain after the acquisition, the acquisition was considered the acquisition of a “business”.
Goodwill is measured as a residual and calculated as the excess of the sum of (1) the purchase price to acquire
The Company accounts for business combinations in accordance with Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations. The preliminary fair value of purchase consideration for the acquisition has been allocated to the assets acquired and liabilities assumed based on a preliminary valuation of their respective fair values and may change when the final valuation of the assets acquired and liabilities assumed is determined.
As described more fully in “NOTE 1 - BASIS OF PRESENTATION AND ACCOUNTING POLICIES”, the assets and liabilities of RKings have been recorded at their fair value at the acquisition date, and are included in the Company’s consolidated financial statements.
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| Table of Contents |
The calculation of the purchase price and the assets acquired and liabilities assumed in the Purchase Agreement are as follows:
Calculation of Purchase Price and Preliminary Estimated Purchase Price Allocation | ||||
|
|
|
| |
Purchase price buildup |
| Amount |
| |
Closing cash consideration of GBP £3,000,000 based on Exchange Rate on November 1, 2020 |
| $ |
| |
Fair value of contingent cash consideration of GBP £1,000,000 to be paid in six months based on Exchange Rate on November 1, 2020 |
|
|
| |
Fair value of 666,250 restricted shares at $8 per share |
|
|
| |
Fair value of contingent shares consideration |
|
|
| |
Purchase price |
| $ |
| |
Fair value of non-controlling interest |
|
|
| |
Equity value |
| $ |
| |
Add: Current liabilities |
|
|
| |
Total equity and liabilities |
| $ |
| |
|
|
|
|
|
Allocation to assets |
|
|
|
|
Cash and cash equivalents |
| $ |
| |
Inventory, prizes |
|
|
| |
Property, Plant Equipment, net |
|
|
| |
Total tangible assets |
|
|
| |
|
|
|
|
|
Intangible assets |
|
|
|
|
Website development costs, net |
|
|
| |
Trade Names and Trademarks |
|
|
| |
Non‐Compete Agreements |
|
|
| |
Total intangible assets |
|
|
| |
|
|
|
|
|
Goodwill |
|
|
| |
Total assets allocated |
| $ |
| |
Rkings results of operations have been included in our consolidated financial statements beginning November 1, 2021. Rkings contributed revenues of $
The following table summarizes the unaudited pro-forma consolidated results of operations for the three months ended January 31, 2022 and 2021 as if the acquisition had occurred on November 1, 2020.
|
| Three Months Ended |
| |||||
|
| January 31, 2022 |
|
| January 31, 2021 |
| ||
Pro-forma total revenues |
|
|
|
|
|
| ||
Pro-forma net income attributable to GMGI |
|
|
|
|
|
| ||
The unaudited pro-forma consolidated results above are based on the historical financial statements of the Company and Rkings and are not necessarily indicative of the results of operations that would have been achieved if the acquisition was completed at November 1, 2020, and are not indicative of the future operating results of the combined company. The pro-forma consolidated results of operations also include the effects of purchase accounting adjustments, including amortization charges related to the finite-lived intangible assets acquired, assuming that the business combination occurred on November 1, 2020. The values assigned to the assets acquired and liabilities assumed are based on preliminary valuations, for the Rkings acquisition, and are subject to change as the Company obtains additional information during the remaining measurement period.
| 18 |
| Table of Contents |
NOTE 7 – INTANGIBLE ASSETS – SOFTWARE PLATFORM, WEBSITE DEVELOPMENT COSTS, TRADEMARKS AND NON-COMPETE AGREEMENTS
On March 1, 2021, the Company entered into an Asset Purchase Agreement with Gamefish Global Pty Ltd, a company incorporated in Australia (“Gamefish”), pursuant to which the Company acquired an instance of certain intellectual property that consists of a fully functional Seamless Aggregation Platform (“Aggregation Platform”). As consideration for the acquisition, the Company agreed to pay Gamefish $
The website development costs to upgrade and enhance the functionality of Rkings’ website were capitalized.
Intangible assets related to software and website are amortized on a straight-line basis over their expected useful lives, estimated to be
In connection with the acquisition of RkingsCompetition, Ltd, the Company recognized the definite-lived intangible assets consisting of $
Amortization expenses related to intangible assets were $
NOTE 8 – ACCOUNTS PAYABLE – RELATED PARTIES
The accounts payable to related parties include the accrued consulting fees and salaries payable to the Directors and management of the Company and also the accounts payable to Articulate Pty Ltd. (“Articulate”), which is wholly-owned by Anthony Brian Goodman, CEO of the Company and his wife Marla Goodman. Accounts payable to related parties was $
NOTE 9 – DEFERRED REVENUES
The payments for prize competitions received in advance of services being rendered are recorded as deferred revenue and recognized as revenue when control of the prize has been transferred to the winners of prize competitions. Deferred revenues were $
NOTE 10 – CUSTOMER DEPOSITS
The Company has two sources of customer deposits.
| 19 |
| Table of Contents |
One source of deposits is from the Company’s customers participating in the Progressive Jackpot Games. The clients are required to provide the Company with a minimum deposit amount of $
NOTE 11 – 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.
Anthony Brian Goodman
On January 3, 2018, the Company adopted a stock option plan: the 2018 Equity Incentive Plan. Pursuant to this plan, on January 3, 2018 and September 19, 2019, the Company granted options to purchase
On October 26, 2020, the Company entered into an Employment Agreement with Mr. Goodman. Pursuant to the agreement, Mr. Goodman is to receive an annual salary of $
On June 29, 2021, the Company extended the expiration date of options to purchase
On September 18, 2021, Mr. Goodman, the Company’s Chief Executive Officer and Chairman, exercised options to purchase
On November 8, 2021, Mr. Goodman lent $200 to the Company to open two bank accounts. The loan from Mr. Goodman is due on demand, unsecured with no interest. As of January 31, 2022, the balance of the loan was $
Weiting ‘Cathy’ Feng
On January 3, 2018 and September 16, 2019, the Company granted options to purchase
On October 26, 2020, the Company entered into an Employment Agreement with Weiting ‘Cathy’ Feng. Pursuant to the agreement, Ms. Feng is to receive an annual salary of $
On June 29, 2021, the Company extended the expiration date of options to purchase
On September 18, 2021, Weiting Feng, the Company’s Chief Operating Officer and Director, exercised options to purchase
20 |
| Table of Contents |
Thomas E. McChesney
On April 24, 2020, the Board of Directors appointed Mr. Thomas E. McChesney as a member of the Board of Directors of the Company. Mr. McChesney’s appointment was effective on April 27, 2020. The Board of Directors agreed to compensate Mr. McChesney in the amount of $
On September 29, 2021, the Board of Directors agreed to increase the compensation of Mr. McChesney to $
On January 28, 2022, Mr. McChesney exercised options to purchase
During the three months ended January 31, 2022 and 2021, total consulting fees to Mr. McChesney were $
Murray G. Smith
On July 27, 2020, the Board of Directors appointed Mr. Murray G. Smith as a member of the Board of Directors of the Company. Mr. Smith’s appointment was effective on August 1, 2020. The Board of Directors agreed to compensate Mr. Smith in the amount of $
On September 29, 2021, the Board of Directors agreed to increase the compensation of Mr. Smith to $
During the three months ended January 31, 2022 and 2021, total consulting fees to Mr. Smith were $
Aaron Richard Johnston
On August 13, 2020, the Board of Directors agreed to appoint Mr. Aaron Richard Johnston as a member of the Board of Directors of the Company subject to his acceptance. On August 23, 2020, the Company received Mr. Johnston’s acceptance letter. The effective date of appointment was August 23, 2020. The Board of Directors agreed to compensate Mr. Johnston in the amount of $
On September 29, 2021, the Board of Directors agreed to increase the compensation of Mr. Johnston to $
During the three months ended January 31, 2022 and 2021, total consulting fees to Mr. Johnston were $
| 21 |
| Table of Contents |
Brett Goodman
On May 1, 2020, the Company entered into a consultant agreement with Brett Goodman, the son of the Company’s Chief Executive Officer, where Mr. Brett Goodman agreed to provide consulting services assisting the Company with building a Peer-to-Peer gaming system. The consultant will be paid $
On August 10, 2020, the Company entered into a Stock Purchase Agreement with Mr. Brett Goodman, and Jason Silver, who was then subject to a partnership agreement with Brett Goodman. Mr. Goodman and Mr. Silver had previously engaged a third-party company to develop a Peer-to-Peer betting application and the Company determined it was in the Company’s best interests to assume ownership of the Peer-to-Peer betting application development program, and to engage Mr. Goodman and Mr. Silver for management of the project. Pursuant to the agreement, we agreed to issue each of Mr. Goodman and Mr. Silver 2,000 shares of restricted common stock (4,000 shares in aggregate) (which shares were issued on March 24, 2021), and as a result, a $
During the three months ended January 31, 2022 and 2021, total consulting fees paid to Mr. Brett Goodman were $
Marla Goodman
Marla Goodman is the wife of Anthony Brian Goodman, the Company’s Chief Executive Officer. Marla Goodman owns 50% of Articulate Pty Ltd. (discussed below).
Articulate Pty Ltd
(a) Back Office Services:
On April 1, 2016, the Company entered into a Back Office/Service Provider Agreement with Articulate Pty Ltd, which is wholly-owned by Anthony Brian Goodman, Chief Executive Officer and Chairman of the Company and his wife Marla Goodman, for consulting services.
On June 30, 2021, the Back Office Services Agreement was cancelled. During the three months ended January 31, 2022 and 2021, general and administrative expense related to the Back Office Services Agreement was $
(b) License Agreement:
On March 1, 2018, the Company entered into a License Agreement with Articulate, in which Articulate received a license from the Company to use the GM2 Asset technology, and agreed to pay the Company a usage fee calculated as a certain percentage of the monthly content and software usage within the GM2 Asset system.
During the three months ended January 31, 2022 and 2021, revenues from Articulate were $
| 22 |
| Table of Contents |
(c) Prepaid deposit paid to Skywind Services IOM Ltd (“Skywind”) by Articulate on behalf of Global Technology Pty Ltd (“GTG”):
Articulate had a prepaid deposit in favor of Skywind in the amount of $
Mr. Omar Jimenez
On April 22, 2021, the Company entered into a Consulting Agreement with Omar Jimenez, who was appointed as Chief Financial Officer/Chief Compliance Officer on the same date. The Consulting Agreement provides for Mr. Jimenez to be paid $
During the three months ended January 31, 2022 and 2021, total consulting fees paid to Mr. Jimenez were $
NOTE 12 – EQUITY
Preferred Stock
The Company has
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.
On August 10, 2015, the Company filed a Certificate of Designation with the Nevada Secretary of State designating the
On August 14, 2015, the
On April 3, 2016, the 1,000 shares of Series B Voting Preferred Stock previously issued to Santa Rosa Resources were transferred to Luxor pursuant to the terms of a February 22, 2016 Asset Purchase Agreement between Luxor and the Company.
As of October 31, 2021 and January 31, 2021, 1,000 Series B preferred shares of par value $
| 23 |
| Table of Contents |
Common Stock
(a) Reverse Stock Split
On April 27, 2020, we filed a Certificate of Change Pursuant to NRS 78.209 with the
(b) Stock Purchase Agreement
On August 10, 2020, the Company entered into a
(c) Private Placement and Warrant Exercise
From August 14, 2020 to August 20, 2020, the Company offered for purchase to a limited number of accredited and offshore investors up to an aggregate of 900,000 units, each consisting of one share of common stock and one warrant to purchase one share of common stock for $3.40 per unit. The warrants have an exercise price of $
From November 23, 2020, to December 7, 2020 (ten consecutive trading days), the closing sales price of the Company’s common stock closed at or above $
From December 9, 2020, to January 7, 2021, ten holders of Warrants to purchase an aggregate of
| 24 |
| Table of Contents |
(d) Private Placement, Warrant Exercise and Warrant Amendment
On January 20, 2021, the Company sold an aggregate of 1,000,000 units to one investor, with each unit consisting of one share of restricted common stock and one warrant to purchase one share of common stock, at a price of $
From April 26, 2021, to May 7, 2021 (the “Triggering Date”) (ten consecutive trading days), the closing sales price of the
On July 9, 2021, the holder exercised a portion of the Warrant to purchase
On July 14, 2021, and effective on June 6, 2021, the Company and the holder of the Warrants entered into an Agreement to Amend and Restate Common Stock Purchase Warrant (the “Amendment Agreement”), whereby, in consideration for the holder exercising a portion of the Warrants (warrants to purchase
(e) Business Consultant Agreements
On March 1, 2021, the Company entered into two Business Consultant Agreements with Ontario Inc. and ANS Advisory. Pursuant to the agreements, Vladislav Slava Aizenshtat, acting on behalf of Ontario Inc. and Aaron Neill-Stevens, acting on behalf of ANS Advisory will each be issued $
| 25 |
| Table of Contents |
During the three months ended January 31, 2022, a former consultant’s widow and a consultant and one director exercised their options. As a result, 147,118 shares of common stock were issued upon the cashless exercise of the options. During the three months ended January 31, 2021, five consultants exercised their options. As a result,
During the three months ended January 31, 2022,
(f) Certificate of Amendment
On November 23, 2021, Luxor Capital LLC (the “Majority Stockholder”), which entity is beneficially owned and controlled by Anthony Brian Goodman, the President, Chief Executive Officer and Chairman of the Board of Directors of the Company, which beneficially owned an aggregate of
As of January 31, 2022 and October 31, 2021,
Option Extension
On June 29, 2021, the Company agreed to extend the exercise period of certain stock options granted to Anthony Brian Goodman, the Company’s Chief Executive Officer, Weiting Feng, the Company’s Chief Operating Officer, and an external consultant of the Company (collectively the “Optionees”), which options would have expired on June 30, 2021. The Company extended the expiration date of the options granted to the Optionees until December 31, 2022, which covered options to purchase
Stock Option Plan
On January 3, 2018, the Company adopted a stock option plan: the 2018 Equity Incentive Plan. The fair value of stock options was measured using the Black-Scholes option pricing model. The Black-Scholes valuation model takes into consideration the share price of the Company, the exercise price of the option, the amount of time before the option expires, and the volatility of share price. Compensation expense will be charged to operations through the vesting period. The amount of cost will be calculated based on the new accounting standard ASU 2018-07. All option awards described below were granted under the 2018 Equity Incentive Plan. All shares and prices per share have been adjusted for a 1 share-for-150 shares reverse stock split that took effect on June 26, 2020:
| 26 |
| Table of Contents |
(a) External Consultants:
On January 3, 2018, the Company granted stock options to nine external consultants, with each of them being granted options to purchase 200,000 shares of common stock of the Company with an exercise price of $0.06 per share, with a vesting period of three years,
On March 15, 2018, the Company granted stock options to an external consultant. The consultant was granted options to purchase
On August 3, 2018, the Company granted stock options to an external consultant. The consultant was granted options to purchase
On November 28, 2018, the Company granted stock options to an external consultant. The consultant was granted options to purchase
On April 9, 2019, the Company entered into a Consultant Agreement and granted stock options to an external consultant. The consultant was granted options to purchase
On April 9, 2019, the Company entered into a Consultant Agreement and granted stock options to an external consultant. The consultant was granted options to purchase
| 27 |
| Table of Contents |
On June 11, 2019, the Company granted stock options to two external consultants. Each consultant was granted options to purchase
On March 16, 2020, the Company granted stock options to an external consultant. The consultant was granted options to purchase
On March 16, 2020, the Company granted stock options to a consultant and a former consultant’s widow, in consideration for services rendered by such consultant and former consultant. Each person was granted options to purchase
On June 18, 2020, the Company granted stock options to five external consultants. Each consultant was granted options to purchase
On March 23, 2021, the Company granted stock options to two external consultants. Each consultant was granted options to purchase
On September 20, 2021, the Company granted stock options to an external consultant. The consultant was granted options to purchase
During the three months ended January 31, 2022, options to purchase 116,666 shares of common stock were exercised:
On November 4, 2021, a former consultant’s widow exercised options to purchase 50,000 shares of common stock in a cashless exercise pursuant to which 2,860 shares were surrendered to the Company to pay for the aggregate exercise price of the options ($23,250) and 47,140 shares were issued.
| 28 |
| Table of Contents |
On January 20, 2022, a consultant exercised options to purchase
The following table summarizes the Company’s stock option plan activity since adoption:
|
| Options granted to external consultants |
| |
Total number of options granted |
|
|
| |
Total number of options forfeited |
|
| ( | ) |
Total number of options exercised |
|
| ( | ) |
Outstanding options at January 31, 2022 |
|
|
| |
As of January 31, 2022,
The cost of sales related to the options was $
(b) Directors and Management:
On January 3, 2018, the Company granted stock options to its Chief Executive Officer, Anthony Brian Goodman, to purchase 5,400,000 shares of common stock of the Company with an exercise price of $0.066 per share,
On January 3, 2018, the Company granted stock options to its then Chief Financial Officer, Weiting ‘Cathy’ Feng, to purchase 1,400,000 shares of common stock of the Company with an exercise price of $
On September 19, 2019, the Company granted stock options to its Chief Executive Officer, Anthony Brian Goodman, to purchase
| 29 |
| Table of Contents |
On September 19, 2019, the Company granted stock options to its then Chief Financial Officer, Weiting ‘Cathy’ Feng, to purchase 700,000 shares of common stock of the Company with an exercise price of $
On April 27, 2020, the Company granted stock options to its Director, Thomas McChesney, to purchase 100,000 shares of common stock of the Company with an exercise price of $0.795 and a vesting period of nine months. The options vested in three instalments as follows:
On August 1, 2020, the Company granted stock options to its Director, Murray Smith, to purchase 100,000 shares of common stock of the Company with an exercise price of $
On August 20, 2020, the Company granted stock options to its Director, Aaron Johnston, to purchase 100,000 shares of common stock of the Company with an exercise price of $2.67 per share and a vesting period of nine months.
On April 22, 2021, the Company granted stock options to its Chief Financial Officer / Chief Compliance Officer, Omar Jimenez, to purchase 50,000 shares of common stock of the Company with an exercise price of $
The stock-based compensation related to options was $
| 30 |
| Table of Contents |
Public Offering
On October 25, 2021, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Purchasers”) for the sale by the Company in a registered direct offering (the “Offering”) of an aggregate of
The Company has used the net proceeds from the offering for general corporate purposes and working capital.
EF Hutton, division of Benchmark Investments, LLC acted as placement agent (the “Placement Agent”) on a “reasonable best efforts” basis, in connection with the Offering. The Company entered into a Placement Agency Agreement, dated as of October 25, 2021, by and between the Company and the Placement Agent (the “Placement Agency Agreement”). Pursuant to the Placement Agency Agreement, the Placement Agent received an aggregate cash fee of 6% of the gross proceeds in the Offering, a non-accountable expense reimbursement of 1% of the gross proceeds in the Offering, the reimbursement of certain of the Placement Agent’s expenses not to exceed $
The Shares sold in the Offering were offered and sold by the Company pursuant to an effective shelf registration statement on Form S-3 (File No. 333-260044), filed with the Securities and Exchange Commission (the “Commission”) on October 5, 2021, which was declared effective by the Commission on October 15, 2021, and the base prospectus contained therein (the “Registration Statement”), and a prospectus supplement forming a part of the effective Registration Statement, dated October 25, 2021, which was filed with the Commission on October 26, 2021.
The Warrants sold in the Offering have a term of three years, and an exercise price of $
| 31 |
| Table of Contents |
The Warrants also include anti-dilution rights, which provide that if at any time the Warrants are outstanding, we issue (or announce any offer, sale, grant or any option to purchase or other disposition) or are deemed to have issued (which includes shares issuable upon exercise of warrants and options and conversion of convertible securities) any common stock or common stock equivalents for consideration less than the then current exercise price of the Warrants, the exercise price of such Warrants is automatically reduced to the lowest price per share of consideration provided or deemed to have been provided for such securities, subject to certain exceptions.
If we fail for any reason to deliver shares of common stock upon the valid exercise of the Warrants, subject to our receipt of a valid exercise notice and the aggregate exercise price, by the time period set forth in the Warrants, we are required to pay the applicable holder, in cash, as liquidated damages and not as a penalty, for each $5,000 of shares subject to such exercise (as calculated in the Warrant), $10 per trading day (increasing to $20 per trading day on the seventh trading day after such liquidated damages begin to accrue) for each trading day that such shares are not delivered. The Warrants also include customary buy-in rights in the event we fail to deliver shares of common stock upon exercise thereof within the time periods set forth in the Warrant.
NOTE 13 – SEGMENT REPORTING AND GEOGRAPHIC INFORMATION
We operate our business in
All operating segments have been aggregated due to their inter-dependencies, commonality of long-term economic characteristics, products and services, the production processes, class of customer and distribution processes.
For geographical revenue reporting, revenues are attributed to the geographic location in which the distributors are located. Long-lived assets consist of property, plant and equipment, net, intangible assets, operating lease right-of-use assets and goodwill, and are attributed to the geographic region in which they are located.
The following is a summary of revenues by geographic region, for the indicated periods (as a percentage of total revenues):
|
| Three months ended January 31 |
| |||||||||||||
Description |
| 2022 |
| 2021 | ||||||||||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Asia Pacific |
| $ |
|
|
| % |
| $ |
|
|
| % | ||||
UK |
|
|
|
|
| % |
|
|
|
| - | % | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
| $ |
|
|
| % |
| $ |
|
|
| % | ||||
The following is a summary of revenues by products for the indicated periods (as a percentage of total revenues):
|
| Three months ended January 31, |
| |||||||||||||
Description |
| 2022 | 2021 | |||||||||||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
B2B |
| $ |
|
|
| % |
| $ |
|
|
| % | ||||
B2C |
|
|
|
|
|
|
|
|
|
|
| - |
| |||
Total |
| $ |
|
|
| % |
| $ |
|
|
| % | ||||
| 32 |
| Table of Contents |
The following is a summary of cost of goods sold by geographic region, for the indicated periods (as a percentage of total cost of goods sold):
|
| Three months ended January 31 |
| |||||||||||||
Description |
| 2022 |
| 2021 | ||||||||||||
COGS: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Asia Pacific |
| $ |
|
|
| % |
| $ |
|
|
| % | ||||
UK |
|
|
|
|
| % |
|
|
|
| - | % | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
| $ |
|
|
| % |
| $ |
|
|
| % | ||||
The following is a summary of cost of goods sold by products for the indicated periods (as a percentage of total cost of goods sold):
|
| Three months ended January 31 |
| |||||||||||||
Description |
| 2022 |
| 2021 | ||||||||||||
COGS: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
B2B |
| $ |
|
|
| % |
| $ |
|
|
| % | ||||
B2C |
|
|
|
|
| % |
|
|
|
| - | % | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
| $ |
|
|
| % |
| $ |
|
|
| % | ||||
Long-lived assets by geographic region as of the dates indicated below were as follows:
|
| As of |
|
| As of |
| ||
Description |
| January 31, 2022 |
|
| October 31, 2021 |
| ||
Long-lived assets: |
|
|
|
|
|
| ||
Asia Pacific |
| $ |
|
| $ |
| ||
UK |
|
|
|
|
|
| ||
Total |
| $ |
|
| $ |
| ||
NOTE 14 – SUBSEQUENT EVENTS
On March 7, 2022, the Company issued
| 33 |
| Table of Contents |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
General Information
The following discussion should be read in conjunction with the attached consolidated unaudited financial statements and notes thereto, and our consolidated audited financial statements and related notes for the nine-month transition period ended October 31, 2021, found in our Transition Report on Form 10-KT that the Company has filed with the Securities and Exchange Commission on January 13, 2022 (the “Transition Report”) and Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Transition Report.
Statements made in this “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” are subject to forward-looking statements and various risks and should be read in connection with the “Special Note Regarding Forward-Looking Statements”, above and “Risk Factors”, incorporated by reference into this Report, as described below.
Certain capitalized terms used below and otherwise defined below, have the meanings given to such terms in the footnotes to our consolidated financial statements included above under “Part I - Financial Information - Item 1. Financial Statements”.
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. We are responsible for all of 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, as they relate to projections, involve numerous assumptions, are subject to risks and uncertainties, and are subject to change based on various factors, including those discussed under the section entitled “Item 1A. Risk Factors”. These and other factors could cause our future performance to differ materially from our assumptions and estimates. Some market and other data included herein, as well as the data of competitors as they relate to Golden Matrix Group, Inc., is also based on our good faith estimates.
On April 27, 2020, we filed a Certificate of Change Pursuant to NRS 78.209 with the Nevada Secretary of State pursuant to which we affected a reverse stock split of our authorized and issued and outstanding common stock in a ratio of 1-for-150. As a result of such filing, our authorized shares of common stock decreased from 6 billion to 40 million and our issued and outstanding shares of common stock decreased in a ratio of 1-for-150. All fractional shares of common stock remaining after the reverse split were rounded up to the nearest whole share. Pursuant to Section 78.207(1) of the Nevada Revised Statutes (“NRS”), shareholder approval was not required for this transaction. The Certificate of Change was effective with the Financial Industry Regulatory Authority (FINRA) on June 26, 2020. The effects of the reverse stock split are retroactively reflected throughout this Report.
On May 12, 2020, the Board of Directors of the Company approved a change in the Company’s fiscal year from July 31 to January 31, effective immediately.
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On January 19, 2021, the Company acquired 100% ownership of Global Technology Group Pty Ltd (GTG), an Australian Company. GTG has an Alderney Gambling Control Commission (“AGCC”) license (an AGCC Category 2 Associate Certificate). The government of Alderney offers software service providers in the gambling industry with a gambling license that allows gambling operators to conduct business related to casino, lotto, and other gaming related activities. Alderney has long been recognized as one of the preferred locations for online Gambling operators. Alderney is regarded in the community as one of the strictest licensing jurisdictions with policies aimed at improving transparency and cultivating a good gaming environment.
The Company is required to have a recognized business-to-business (B2B) gambling license in order to acquire certain gaming content. Currently the Company is not required to have a gaming license for the licensing of its GM-X System or the resale of third-party content to operators in the jurisdictions in which it currently conducts business, however as the Company expands its global distribution licensing regulatory requirements will be required.
On October 29, 2021, the Board of Directors approved a change in the Company’s fiscal year from January 31 to October 31, effective as of the same date.
On November 22, 2021, the Board of Directors of the Company approved the filing of a Certificate of Amendment to the Company’s Articles of Incorporation to increase the Company’s authorized number of shares of Common Stock from forty million (40,000,000) shares to two hundred and fifty million (250,000,000) shares and to restate Article 3, Capital Stock thereof, to reflect such amendment, and clarify the Board of Director’s ability to designate and issue ‘blank check’ preferred stock. The Amendment was filed with the Secretary of State of Nevada and became effective on December 16, 2021.
On November 29, 2021, the Company entered into a Sale and Purchase Agreement of Ordinary Issued Share Capital (the “Purchase Agreement”), to acquire an 80% ownership interest in RKingsCompetitions Ltd, a private limited company formed under the laws of Northern Ireland (the “RKings”). On December 6, 2021, the Company closed the purchase, which was effective on November 1, 2021.
Where You Can Find Other Information
We file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and proxy and information statements and amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended. The SEC maintains a website (http: //www.sec.gov) that contains reports, proxy and information statements and other information regarding us and other companies that file materials with the SEC electronically. Our filings can be found at https://www.sec.gov/cgi-bin/browse-edgar?action=getcompanyCIK=0001437925. Copies of documents filed by us with the SEC are also available from us without charge, upon oral or written request to our Secretary, who can be contacted at the address and telephone number set forth on the cover page of this Report and are also available on our website at https://goldenmatrix.com/investors-overview/sec-filings/ which website includes information we do not desire to incorporate by reference into this Report.
Definitions:
Unless the context requires otherwise, references to the “Company,” “we,” “us,” “our,” and “Golden Matrix” in this Report refer specifically to Golden Matrix Group, Inc. and its consolidated subsidiaries.
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In addition, unless the context otherwise requires and for the purposes of this report only:
| ● | “AUD” means Australian dollars; |
| ● | “Exchange Act” refers to the Securities Exchange Act of 1934, as amended; |
| ● | “Euro” or “€” refers to the Euro, the official currency of the majority of the member states of the European Union; |
| ● | “GBP” or “£” means Pounds Sterling or Great British Pounds; |
| ● | “SEC” or the “Commission” refers to the United States Securities and Exchange Commission; |
| ● | “Securities Act” refers to the Securities Act of 1933, as amended; and |
| ● | “USD” or “$” means United States dollars. |
All dollar amounts in this Report are in U.S. dollars unless otherwise stated.
Summary of The Information Contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations
Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (MDA) is provided in addition to the accompanying consolidated financial statements and notes to assist readers in understanding our results of operations, financial condition, and cash flows. MDA is organized as follows:
| · | Critical Accounting Policies and Estimates. Accounting estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results and forecasts. |
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| · | Overview. Discussion of our business and overall analysis of financial and other highlights affecting us, to provide context for the remainder of MDA. |
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| · | Results of Operations. An analysis of our financial results comparing the three months ended January 31, 2022 and 2021. |
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| · | Liquidity and Capital Resources. An analysis of changes in our consolidated balance sheets and cash flows and discussion of our financial condition. |
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The discussion and analysis of the Company’s financial condition and results of operations are based upon its consolidated unaudited financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these unaudited financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. On an on-going basis, management evaluates past judgments and estimates, including those related to bad debts, accrued liabilities, goodwill and contingencies. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The accounting policies and related risks described in the Company’s Transition Report on Form 10-KT for the nine months ended October 31, 2021, filed with the Commission on January 13, 2022 are those that depend most heavily on these judgments and estimates. As of January 31, 2022, there had been no material changes to any of the critical accounting policies contained therein. NOTE 2 -- SUMMARY OF ACCOUNTING POLICIES,” of the notes to Consolidated Financial Statements included in the Company’s Transition Report on Form 10-KT for the nine months ended October 31, 2021, filed with the Commission on January 13, 2022, describes the significant accounting policies and methods used in the preparation of the Company’s consolidated financial statements. The critical accounting estimates include transactions, assets, liabilities and obligations that are stated in foreign local currency and their conversion to US currency. Resulting loss on currency conversions related to assets and liabilities are recognized in shareholders’ equity in accumulated other comprehensive income (loss) on the Company's consolidated balance sheets and realized foreign currency translation adjustments are recognized in other income in the consolidated statements of operations and comprehensive income.
OVERVIEW
We operate (i) as an innovative provider of enterprise Software-as-a-Service (“SaaS”) solutions for online casino operators and online sports betting operators, commonly referred to as iGaming operators and, (ii) a provider of pay to enter prize competitions in the United Kingdom (UK).
We have historically operated in the B2B segment where we develop and own online gaming intellectual property (IP) and build configurable and scalable, turn-key and white-label gaming platforms for our international customers, located primarily in the Asia Pacific (APAC) region. With the acquisition of RKingsCompetitions Ltd. effective on November 1, 2021, we entered into the business-to-consumer (“B2C”) segment by offering pay to enter prize competitions throughout the UK.
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B2B Segment
Our customers are primarily gaming Distributors and licensed online gaming operators. The Company also provides services and resells third party gaming content to licensed online gaming distributors and gaming operators. The Company provides business-to-business services and products and does not deal directly with players.
We derive revenues primarily from licensing fees received from gaming operators, in most cases via gaming Distributors located in the Asia Pacific (APAC) region that utilize the Company’s technology.
As of January 31, 2022, our systems had over 6 million registered players and a total of more than 580 unique casino and live game operations within all of our platforms including our GM-X, GM-Ag, Turnkey Solution, and White Label Solutions.
The Company’s goal is to expand our customer base globally and to integrate additional operators, launch additional synergistic products and appoint more Distributors.
As described above, our core markets are currently the Asia-Pacific (APAC) region and while we have a solid customer base; we are continuing to engage new gaming Distributors and gaming operators on a regular basis and we anticipate that our current gaming Distributors and gaming operators will continue to grow.
B2C Segment
Our customers are primarily located in Northern Ireland and we have expanded our marketing efforts to encompass the U.K. as our customer reach. As of March 7, 2022, RKings has 126,390 registered users.
We derive revenues primarily from selling prize competitions tickets directly to customers for prizes throughout the United Kingdom ranging from automobiles to jewelry as well as travel and entertainment experiences.
Our objective in managing our resources is to ensure that we have sufficient liquidity to fund our operations and meet our growth objectives while maximizing returns to shareholders. Liquidity is necessary to meet (i) the working capital needs of our operations, (ii) fund our growth and expansion plans, and (iii) consummate strategic acquisitions. We have met, and plan to continue to meet, our cash requirements through our operations and sales of equity securities. As to the funding of strategic acquisitions, we may issue debt in addition to raising funds through the sales of the Company’s capital stock.
The COVID-19 pandemic has not had a material impact on our business and we expect our business to be resilient through the pandemic. We have continued operations, supported our online products and customers, and grown our sales, while our employees and consultants work remotely. Notwithstanding the aforementioned, we have experienced minor issues in connection with the transition of certain resources to remote settings as a result of the pandemic.
Key elements of our growth strategy include:
| • | Supporting our existing customers as they scale up their respective iGaming and online sportsbook operations. As our customers’ businesses grow, we intend to deploy additional resources to develop the GM-X and GM-Ag Systems’ platform functionality, expand our gaming content portfolios by integrating additional third-party content providers, and seek to obtain additional regulatory approvals to operate in other global markets. The GM-X and GM-Ag Systems’ turn-key solution (including modular, configurable and scalable gaming platforms), is a complete software package for starting an online gaming business, incorporating all the tools and gaming content necessary to run an online Casino and/or Sportsbook and offers a full suite of tools and features for successfully operating and maintaining an online gaming website; from player registration to user management and content management. |
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| • | Expanding our global reach by securing new gaming Distributors, casino and sportsbook operator customers in existing and newly regulated markets. |
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| • | Investing in sales and marketing initiatives to aggressively pursue new deployment opportunities in developing markets such as Africa and Latin America, as well as exploring opportunities in the U.S. |
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| • | Developing and deploying our own proprietary gaming content in both casino iGaming as well as E-sport categories. We plan to launch our E-sport portfolio in the second quarter of 2022. |
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| • | Pursuing acquisitions of synergistic companies and assets with the goal of expanding our competitive position in the markets in which we operate. We are also exploring the opportunity to selectively acquire independent slot development studios in order to launch our own proprietary games on our platform. |
The Company does not intend to make significant investments (except for potential acquisitions, none of which are currently pending) to support our business growth strategy. We believe that our business model is highly scalable and our existing resources can be leveraged to (i) develop new offerings and features, (ii) enhance our existing platform, and (iii) improve our operating infrastructure.
The Company may face significant costs with respect to legal fees incurred in the applications for licenses, continued regulatory requirements, and legal representation.
To acquire complementary businesses and technologies, we may need to pursue equity or debt financings to secure additional funds. Our ability to obtain additional capital, will depend on our business plans, investor demand, our operating performance, capital markets conditions and other factors. If we raise additional funds by issuing equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of our then issued and outstanding equity or debt, and our existing shareholders may experience dilution. If we are unable to obtain additional capital when required, or on satisfactory terms, our ability to continue to support our business growth or to respond to business opportunities, challenges or unforeseen circumstances could be adversely affected, and our business may be harmed.
We may acquire other businesses, and our business may be detrimentally affected if we are unable to successfully integrate acquired businesses into our company or otherwise manage the growth associated with multiple acquisitions.
As part of our business strategy, we intend to make acquisitions of new or complementary businesses, products, brands, or technologies. In some cases, the costs of such acquisitions may be substantial, including as a result of professional fees and due diligence efforts. There is no assurance that the time and resources expended on pursuing a particular acquisition will result in a completed transaction, or that any completed transaction will ultimately be successful. In addition, we may be unable to identify suitable acquisition or strategic investment opportunities or may be unable to obtain the required financing or regulatory approvals, and therefore we may be unable to complete such acquisitions or strategic investments on favorable terms. We may pursue acquisitions that our investors may not agree with and we cannot assure investors that any acquisition or investment will be successful or otherwise provide a favorable return on investment. In addition, if we fail to successfully close transactions, integrate new technology or operational teams, or integrate the products and technologies associated with these acquisitions into our company, our business could be seriously harmed.
Cash requirements
The Company generates net profits and does so since 2017. The Company is self-sustaining, and its cash needs are met through current operations; as of January 31, 2022, the cash balance is $15.2 million. There are no future cash demands or commitments other than ongoing operations for the following next 12 months and beyond.
Liquidity
There are no known trends, demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in the Company’s liquidity decreasing in any material way. However, the Company has applied for listing on Nasdaq, Inc.’s stock exchange which may provide additional opportunities to raise funds to expand operations and identify possible acquisitions. No material deficiencies are present. As previously noted, the Company is self-sustaining through its operations and therefore is not considering additional sources of liquidity; however, the Company may consider raising funds through debt, private placements, or additional public offerings for expansion of operations or synergetic acquisitions if additional external funds are sought. Unused sources of liquid assets, as of January 31, 2022, include cash of $15.2 million and receivables of $2.2 million with offsetting liabilities of $4.5 million.
Capital resources.
The Company does not have material cash requirements other than a possible payment (if metrics are met) of approx. $1.3 million (GBP 1 million) as part of the hold-back on the acquisition of RKings that was completed effective November 1, 2022. With a cash balance of $15.2 million and operations that are self-sustaining, the obligation may be met, if the metrics are met, without burdening the Company. In addition, the Company, as part of the acquisition of RKings, provided to the sellers of RKing’s shares, the right to earn additional consideration of approximately $5.2 million (GBP 4 million) if metrics are met after April 30, 2022 and, payable at the option of the Company in either cash or shares of the Company’s common stock. The Company may consider raising funds through debt, private placements, or additional public offerings for expansion of operations or synergetic acquisitions. Unused sources of liquid assets, as of January 31, 2022, include cash of $15.2 million and receivables of $2.2 million with offsetting liabilities of $4.5 million and, if particular metrics are met (which appear highly unlikely), the possible acquisition contingencies of $1.3 million and $5.2 million will be met with current liquid assets.
Novel Coronavirus (COVID-19)
In December 2019, a novel strain of coronavirus, which causes the infectious disease known as COVID-19, was reported in Wuhan, China. The World Health Organization declared COVID-19 a “Public Health Emergency of International Concern” on January 30, 2020 and a global pandemic on March 11, 2020. In March and April, many U.S. states and foreign jurisdictions began issuing ‘stay-at-home’ orders. Subsequently, and continuing through the date of this Report, the COVID-19 pandemic has adversely impacted global commercial activity, disrupted supply chains and contributed to significant volatility in financial markets. The ongoing COVID-19 pandemic could have a continued material adverse impact on economic and market conditions and trigger a period of global economic slowdown.
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A significant or prolonged decrease in consumer spending on entertainment or leisure activities would likely have an adverse effect on demand for our product offerings, reducing cash flows and revenues, and thereby materially harm our business, financial condition and results of operations. In addition, a recurrence of COVID-19 cases or an emergence of additional variants or strains could cause other widespread or more severe impacts depending on where infection rates are highest. We will continue to monitor developments relating to disruptions and uncertainties caused by COVID-19.
As shown in our results of operations herein, we have to date, not experienced any significant material negative impact to our operations, revenues or gross profit due to COVID-19. However, moving forward, the range of possible impacts on our business from the coronavirus pandemic could include: (i) changing demand for our products and services; (ii) rising bottlenecks in our supply chain; and (iii) increasing contraction in the capital markets. At this time, our operations have not been materially negatively impacted by the coronavirus pandemic to date; although much of the work performed by the Company was in the commuter environment, as opposed to an office setting; however, it is possible that COVID-19 and the worldwide response thereto, may have a material negative effect on our operations, cash flows and results of operations.
Currently we believe that we have sufficient cash on hand, and the ability to raise additional funding, or borrow additional funding, as needed, to support our operations for the foreseeable future; however, we will continue to evaluate our business operations based on new information as it becomes available and will make changes that we consider necessary in light of any new developments regarding the pandemic.
The future impact of COVID-19 on our business and operations is currently unknown. The pandemic is continuing to develop rapidly and the full extent to which COVID-19 will ultimately impact us depends on future developments, including the duration and spread of the virus, virus mutations and variants, the availability and efficacy of vaccines and boosters, and the willingness of individuals to continue to obtain vaccines and boosters, as well as potential seasonality of new outbreaks.
Recent Events
Asset Purchase Agreement
On March 1, 2021, the Company entered into an Asset Purchase Agreement (the “Agreement”) with Gamefish Global Pty Ltd, a company incorporated in Australia (“Gamefish”), pursuant to which the Company acquired an instance of certain intellectual property that consists of a fully functional Seamless Aggregation Platform (“Aggregation Platform”). As consideration for the acquisition, the Company agreed to pay Gamefish $174,000, payable pursuant to a schedule set forth in the agreement, and certain milestones being met with respect to the stability, functionality and operation of the Aggregation Platform. The Company also agreed to pay a minimum of three months of monthly fees to Gamefish in the amount of $13,050 per month, for ongoing support for the intellectual property. The purchase was also contingent on the Company entering into mutually acceptable consulting agreements with two principals of Gamefish.
Appointment of Certain Officers
Effective on April 22, 2021, the Board of Directors of the Company, appointed Mr. Omar Jimenez as the Chief Financial Officer and Chief Compliance Officer of the Company effective as of the same date. The Board of Directors also appointed Mr. Jimenez as the Principal Accounting/Financial Officer, effective following the filing of the Company’s Annual Report on Form 10-K for the year ended January 31, 2021 (the “Annual Report Filing Date”), which Annual Report Filing Date was April 30, 2021.
In connection with such appointment, Mr. Anthony Brian Goodman, the President Chief Executive Officer and member of the Board of Directors of the Company, ceased serving as the Principal Accounting/Financial Officer of the Company on the Annual Report Filing Date, provided that Mr. Goodman continues to serve as the Chief Executive Officer, President and Principal Executive Officer of the Company. Additionally, in connection with such appointment, Weiting ‘Cathy’ Feng, who served as Chief Financial Officer and director of the Company prior to Mr. Jimenez’s appointment, ceased serving as Chief Financial Officer, and will serve as Chief Operating Officer and director of the Company moving forward.
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Licensing Agreement
On June 28, 2021, we entered into a Software Licensing Agreement (the “Licensing Agreement”) with Fantasma Games AB (Nasdaq First North Growth Market: FAGA; Stockholm: FAGA:SS) (“Fantasma”), a company incorporated in Sweden, pursuant to which the Company acquired a license to host Fantasma’s portfolio of casino betting games. Under the terms of the Licensing Agreement, Fantasma granted us a limited, worldwide, non-exclusive, non-transferable, and non-sublicensable license (unless otherwise stated in the agreement) to integrate Fantasma’s portfolio of casino betting games on the online gaming platforms that the Company designs and develops for itself and/or on behalf of operators and allow the users to access and play the games. The agreement contains various representations and warranties of the parties, confidentiality obligations, limitations and exclusion of liability of Fantasma. Pursuant to the Licensing Agreement, Fantasma will provide a portfolio of casino betting games and will also provide various services to the Company.
The Licensing Agreement requires the Company to pay Fantasma the Monthly License Fee to be calculated as a certain percentage of the monthly Net Gaming Revenue (NGR) generated by the betting games. In Asian countries, different percentages will apply based on different range of monthly NGR generated by the betting games. In non-Asian countries, the Monthly License Fee will be on an ad hoc basis. The Licensing Agreement continues until or unless terminated in accordance with the agreement.
Acquisitions
Global Technology Group Pty Ltd
On January 19, 2021, the Company acquired 100% ownership of Global Technology Group Pty Ltd (GTG), an Australian Company. GTG has an Alderney Gambling Control Commission (“AGCC”) license (an AGCC Category 2 Associate Certificate). The government of Alderney offers software service providers in the gambling industry with a gambling license that allows gambling operators to conduct business related to casino, lotto, and other gaming related activities. We believe that Alderney is one of the preferred locations for online Gambling operators and is regarded in the community as one of the strictest licensing jurisdictions with policies aimed at improving transparency and cultivating a good gaming environment. GTG was wholly-owned by Brian Anthony Goodman, our Chief Executive Officer and director, and the indirect beneficial owner of the majority of our voting stock. The purchase price was 85,000 Pounds Sterling (£)(approximately $113,000). On March 22, 2021, the Company paid Mr. Goodman $115,314 USD (equivalent to 85,000 GBP), for the acquisition of GTG.
RKingsCompetitions Ltd
On November 29, 2021, the Company entered into a Sale and Purchase Agreement of Ordinary Issued Share Capital (the “Purchase Agreement”), to acquire an 80% ownership interest in RKingsCompetitions Ltd, a private limited company formed under the laws of Northern Ireland (the “RKings”) from Mark Weir and Paul Hardman, individuals (each a “Seller” and collectively the “Sellers”), the owners of 100% of the ordinary issued share capital of RKings. The Company paid the Sellers (a) GBP £3,000,000 (the “Closing Cash Consideration”); and (b) 666,250 restricted shares of the Company’s common stock, with an agreed value of GBP £4,000,000, or $8.00 per share of Company common stock (the “Initial Share Value” and the “Closing Shares”); and agreed to pay the Sellers additional shares of common stock of the Company equal to (i) 80% of the Company’s net asset value of RKings as of October 31, 2021 (inventory on hand (minus allowances for reserve inventory and allocated goods and materials) plus RKings’ total cash and cash equivalents on hand; less (B) RKings’ current and accrued liabilities, as described in greater detail in the Purchase Agreement), divided by (ii) the Initial Share Value (the “Post-Closing Shares”).
The Sale and Purchase Agreement provides for GBP £1,000,000 of the Closing Cash Consideration to be retained by the Company for six months, subject to certain revenue requirements and for indemnification rights.
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The Sale and Purchase Agreement provides the Sellers the rights to earn additional earn-out consideration, equal in value to GBP £4,000,000, subject to the terms of the Sale and Purchase Agreement payable at the option of the Company in either (a) cash; or (b) shares of Company common stock (such shares, if issued, the “Earn-Out Shares”). Based on the performance of quarter ended January 31, 2022, the Company determined that it was highly unlikely that the Earn-Out EBITDA Threshold would be met; therefore, no contingent liability was recorded.
On December 6, 2021, the Company closed the Purchase, which was effective on November 1, 2021.
The Purchase Agreement also required that the Sellers and the Company enter into a Shareholders Agreement (the “Shareholders Agreement”), which was entered into and became effective on November 29, 2021, and which (a) prohibits the sale or transfer of any shares of RKings without the consent of shareholders who collectively own and can vote more than 50% of all shares of RKings (a “Majority In Interest”, i.e., the Company); (b) provides the Company with a buyout right beginning on the date that is six months from November 29, 2021, exercisable upon written notice from the Company to the Sellers, which provides the Company the right to purchase all, but not less than all, of the shares of RKings then held by the Sellers (i.e., the 20% of RKings retained by such Sellers following the closing) for an aggregate purchase price equal to 20% of the product of (i) RKings’ then most recent three-month trailing EBITDA multiplied by (ii) sixteen (the “Buyout Price”), which is payable at the option of the Company in either (x) cash; or (y) shares of the Company’s common stock valued at $8.00 per share (subject to equitable adjustment in accordance with dividends payable in stock on such Company common stock, stock splits, stock combinations, and other similar events affecting the common stock) or any combination thereof; (c) provides each shareholder of RKings, except as otherwise agreed by a Majority In Interest or subject to certain customary permitted transfer rights, a right of first refusal to purchase any shares of RKings which any shareholder desires to transfer, at the price that they are offered to be transferred or (i) the value of the applicable shares mutually agreed upon between the applicable offering shareholder (or his or her representative, as applicable), if any, and RKings, or all of the remaining shareholders, as applicable, or (ii) if the applicable parties cannot agree, the value of such shares as determined in good faith by a Majority In Interest; (d) includes drag along rights, requiring minority shareholders to be dragged along in any change of control transaction; (e) provides for certain buyout rights in the event of the death or incapacity of an individual shareholder; and (f) provides that certain transactions involving RKings can only be affected with approval of a Majority In Interest.
The Shareholders Agreement also provides for the business and affairs of RKings to be governed by a board of directors consisting of at least three persons. The number of members on the board may be increased (but not decreased) with the consent of a Majority In Interest. The initial directors of RKings will be the Sellers and Aaron Johnston, a director of the Company.
The Shareholders Agreement remains in full force and effect until RKings and a Majority In Interest, agree in writing to its termination or until the first to occur of (i) offering of shares of RKings pursuant to a registration statement effective under the Companies Act 2006 of the United Kingdom; (ii) the purchase by one shareholder of all the issued and outstanding shares of RKings; or (iii) the dissolution, bankruptcy or receivership of RKings.
Increase the Company’s authorized shares of Common Stock to 250,000,000 shares
On November 23, 2021, Luxor Capital LLC (the “Majority Stockholder”), which entity is beneficially owned and controlled by Anthony Brian Goodman, the President, Chief Executive Officer and Chairman of the Board of Directors of the Company, which beneficially owned an aggregate of 109,121,634,483 total voting shares, representing approximately 99.982% of the Company’s voting stock as of such date, including (a) 7,470,483 shares of common stock, representing 27.4% of the Company’s outstanding shares of common stock, and (b) 1,000 shares of the Company’s Series B Voting Preferred Voting Stock, representing 100% of the Company’s issued and outstanding Series B Voting Preferred Voting Stock, which Series B Voting Preferred Voting Stock shares each vote four times the number of shares of the Company’s common stock outstanding (27,278,541 shares), executed a written consent in lieu of a special meeting of stockholders (the “Majority Stockholder Consent”), approving the following matter, which had previously been approved by the Board of Directors of the Company (the “Board”) on November 22, 2021: the filing of a Certificate of Amendment to the Company’s Articles of Incorporation to increase the Company’s authorized number of shares of Common Stock from forty million (40,000,000) shares to two hundred and fifty million (250,000,000) shares and to restate Article 3, Capital Stock thereof, to reflect such amendment, and clarify the Board of Director’s ability to designate and issue ‘blank check’ preferred stock (the “Amendment”). The Amendment was filed with the Secretary of State of Nevada and became effective on December 16, 2021.
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RESULTS OF OPERATIONS
Three months ended January 31, 2022, compared to the three months ended January 31, 2021.
Revenues
The Company currently has three distinctive revenue streams.
1) the Company charges gaming operators for the use of its unique intellectual property (IP) and technology systems. Revenues derived from such charges were based on the usage of the systems by the clients. During the three months ended January 31, 2022, the Company generated $238,127 of revenues from its unique IP and technology systems, including $235,246 from Articulate Pty Ltd (“Articulate”), a related party, which is wholly-owned by Anthony Brian Goodman, CEO and Chairman of the Company and his wife Marla Goodman. During the three months ended January 31, 2021, the Company generated $769,000 of revenues from its IP and technology systems, including $615,175 which was from Articulate.
The decrease of $530,873 in revenues in the three-month period ended January 31, 2022, compared to the three-month period ended January 31, 2021, is due to the Company’s shift in focus to appointing resellers of the third-party gaming content. The decrease in revenues can be attributed to the loss of certain major operators from our customers.
2) Since June 2020, the Company has contracted with certain clients to offer third party gaming content and as such become a reseller of this gaming content. Revenues derived from the reselling of gaming content during the three-months ended January 31, 2022 and 2021 were $3,142,703 and $1,182,406, respectively.
The increase of $1,960,297 in revenues in the three-month period ended January 31, 2022, compared to the three-month period ended January 31, 2021, is attributable to an increased number of customers and registered players with our customers.
3) Since the acquisition of 80% of RKings effective November 1, 2021, the Company generates revenues from sales of prize competitions tickets directly to customers for prizes throughout the United Kingdom ranging from automobiles to jewelry as well as travel and entertainment experiences. During the three months ended January 31, 2022, $5,496,275 of total revenues were derived from prize competitions ticket sales. The Company did not have revenues from the sales of prize competitions tickets during the three-month period ended January 31, 2021, as it only acquired 80% of RKings effective on November 1, 2021.
Total revenues for the three-months ended January 31, 2022 and 2021 are $8,877,105 and $1,951,406, respectively.
Cost of goods sold
The Company currently has three distinctive sources of cost of goods sold.
1) Historically, the Company only recognized the value of stock options granted to consultants under the 2018 Equity Incentive Plan as cost of goods sold. This recognition was based on the fact that the stock options directly contributed to the revenue generated by the Company’s GM2 Asset. During the three months ended January 31, 2022 and 2021, cost of goods sold due to the amortization of options was $137,931 and $111,018, respectively. The increase in the cost of goods sold was due to new options granted last year in March and September. The increase in the share price has increased the option valuation based on the Black-Scholes valuation model and therefore increased the amortization expenses over time.
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2) Beginning in June 2020, due to the reselling of the gaming content, the cost of usage of the third-party content is recognized as a cost of goods sold. During the three months ended January 31, 2022 and 2021, cost of goods sold due to the usage of gaming content was $2,408,093 and $843,764, respectively. The increase of $1,564,329 in cost of goods sold from the resale of gaming content in the three-month period ended January 31, 2022, compared with the three months ended January 31, 2021, was attributable to the increased usage of gaming content as a result of an increased number of customers and registered players with our customers.
3) Beginning November 1, 2021, in connection with the acquisition of an 80% interest in RKings, the Company incurs cost of goods sold due to the prizes purchased which are awarded to winners of prize competitions throughout the United Kingdom ranging from automobiles to jewelry as well as travel and entertainment experiences. During the three months ended January 31, 2022, $4,306,978 of cost of goods related to prizes that were awarded in the prize competitions. The Company did not have cost of goods related to prize competitions during the three-month period ended January 31, 2021.
Total costs of goods sold for the three-months ended January 31, 2022 and 2021 were $6,853,002 and $954,782, respectively.
Gross Profit and Gross Profit Margin
We had gross profit of $2,024,103 for the three months ended January 31, 2022, compared to gross profit of $996,624 for the three months ended January 31, 2021, an increase of $1,027,479 from the prior period, mainly due to $1,189,297 gross profits contributed from B2C segment starting November 1, 2021, with our acquisition of 80% of RKings. A decrease of gross profit of $161,818 in B2B segment was mainly due to the decrease in revenues from the usage of IP and technology systems as discussed above.
Gross profit margin was 23% for the three months ended January 31, 2022, compared to 51% for the three months ended January 31, 2021, mainly due to the increase in revenues in the resale of gaming content and high revenues in B2C segment which have lower gross profit margin compared with revenues from the usage of IP and technology systems. The gross profit margin on revenues from resale of gaming content was approximately 23% for the three months ended January 31, 2022. The Company believes that the resale revenue stream is highly scalable and there is a significant opportunity to scale this resale revenue stream with low related expenses and no capital expenditures and also to expand its global reach. The gross profit margin on B2C segment was approximately 22% for the three months ended January 31, 2022.
Moving forward, the Company expects to consolidate several operating aspects that are redundant and generate increased gross profit and gross profit margin due to the economies of scale. Also, the competition prizes are expected to generate larger profit margins with a focus on increasing the margins on individual prizes.
General and administrative expenses
During the three months ended January 31, 2022 and 2021, general and administrative expenses were $1,298,886 and $151,628, respectively. General and administrative expenses consisted primarily of advertising and promotion expenses, travel expenses, website maintenance expenses, payroll expenses, office expenses, bank charges, commission expenses, lease expenses, gaming license expenses and depreciation and amortization expense. The increase of general and administrative expenses was mainly due to the $787,674 general and administrative expenses from our B2C segment starting November 1, 2021, with our acquisition of 80% of RKings, which mainly include the payroll costs and bank charges for the transaction fees. The depreciation and amortization expense also increased due to the newly acquired intangible assets of trademarks and non-compete agreement associated with RKings. More details of the intangible assets are covered in “NOTE 7 – INTANGIBLE ASSETS” in the notes to the financial statements included under “Item 1. Financial Statements.” The general and administrative expenses from our B2B segment also increased due to the increased costs of marketing fees, lease expenses, and payroll costs.
General and administrative expenses – Related parties
General and administrative expenses from related parties consisted primarily of amortization expenses due to stock options granted to Directors and Officers, back-office expenses (which have been terminated as of June 30, 2021), consulting expenses and salary expenses payable to the Company’s Management and Directors. During the three months ended January 31, 2022 and 2021, general and administrative expenses from related parties were $155,600 and $737,598, respectively. The components of general and administrative expenses from related parties are as follows:
|
| Three months ended January 31, |
| |||||
|
| 2022 |
|
| 2021 |
| ||
Amortization expenses of Directors’ and Officers’ stock options |
| $ | - |
|
| $ | 597,908 |
|
Back-office expenses |
|
| - |
|
|
| 33,000 |
|
Consulting salary expenses |
|
| 155,600 |
|
|
| 106,690 |
|
Total |
| $ | 155,600 |
|
| $ | 737,598 |
|
During the three-month period ended January 31, 2022 and 2021, the amortization expenses decreased due to the stock options becoming fully amortized during last fiscal year; therefore, there was no amortization expense during this quarter; the back-office expenses decreased due to the cancellation of Back Office Services Agreement with Articulate; the consulting salary expenses increased mainly due to the increased compensation to the Company’s officers, and hiring of new officers.
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Research and development expense
During the three months ended January 31, 2022 and 2021, the research and development expense was $20,212 and $28,887, respectively. The $20,212 research and development expense during the three months ended January 31, 2022 was incurred in connection with the building of the Company’s Seamless Aggregation Platform (“Aggregation Platform”) acquired on March 1, 2021, from Gamefish Global Pty Ltd. The $28,887 research and development cost during the three months ended January 31, 2021 was incurred in connection with the building of the Company’s Proprietary Peer to Peer gaming system.
Professional fees
Professional fees consisted primarily of SEC filing fees, legal fees, transfer agent service fees and accounting and audit fees. During the three months ended January 31, 2022 and 2021, professional fees were $145,447 and $48,755, respectively. The increase in professional fees of $96,692 was mainly due to the recent corporate actions relating to the Company’s acquisition of RKings, the Company’s NASDAQ uplisting application, which is pending with NASDAQ, and other corporate matters.
Interest expense
During the three months ended January 31, 2022 and 2021, interest expense was $0 and $955, respectively. The interest expense during the three months ended January 31, 2021 was mainly attributable to the settlement payable to Luxor, a Nevada limited liability corporation, which is wholly-owned by the Company’s Chief Executive Officer and Chairman, Anthony Brian Goodman. The settlement payable was fully paid as of January 31, 2021; therefore, no interest was incurred during the three months ended January 31, 2022.
Interest income
The interest income was attributable to the interests from the bank savings. During the three months ended January 31, 2022 and 2021, interest income was $441 and $41, respectively.
Foreign exchange gain
The foreign exchange gain was due to the fluctuation of the Euro against the US dollar, and as a result of certain suppliers billing the Company in Euros, and settlement of other liabilities in currencies other than US dollars. During the three months ended January 31, 2022 and 2021, foreign exchange gain was $84,676 and $23,316, respectively. The increase of foreign exchange gain was due to the settlement of one million GBP consideration payable to acquire RKings.
Provision for income taxes
The provision for income taxes was $75,404 for the three months ended January 31, 2022, compared to $0 for the three months ended January 31, 2021. The increase was attributable to the tax expenses incurred in the B2C segment starting November 1, 2021, with our acquisition of 80% of RKings. There is no provision for income taxes in the B2B segment during the three months ended January 31, 2022 and 2021 as a result of operating losses carryforward in B2B segment.
Net income attributable to noncontrolling interest
For the three months ended January 31, 2022, we recorded net income of $64,292 and for the three months ended January 31, 2021, we recorded net income of $0, attributable to the noncontrolling interest. The net income attributable to noncontrolling interest was due to the acquisition of 80% interest in RkingsCompetition Ltd, effective on November 1, 2021. These amounts represent the share of income that is not attributable to the Company.
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| Table of Contents |
Net income attributable to GMGI
The Company had net income attributable to GMGI of $349,379 and $52,158 for the three months ended January 31, 2022 and 2021, respectively. The increase in net income attributable to GMGI of $297,221 was primarily due to an increase in revenues from the B2C operations of $5,496,275 and from the B2B operations of $1,429,424 (of which $1,809,353 of the increase was attributable to revenues from third-party distributors, offset by a $379,929 decrease attributable to related party revenues, each as discussed above); which increase in revenues were offset by (i) an increase of cost of goods sold of $5,898,220 and (ii) an increase of operating expenses of $653,277, as discussed in greater details above.
LIQUIDITY AND CAPITAL RESOURCES
|
| As of January 31, |
|
| As of October 31, |
| ||
|
| 2022 |
|
| 2021 |
| ||
Cash and cash equivalents |
| $ | 15,242,266 |
|
| $ | 16,797,656 |
|
Working capital |
|
| 14,091,225 |
|
|
| 18,694,687 |
|
Shareholders’ equity of GMGI |
|
| 24,808,473 |
|
|
| 18,928,109 |
|
The Company had $15,242,266 of cash on hand at January 31, 2022 and total assets of $32,134,960 ($18,504,172 of which were current assets) and total working capital of $14,091,225 as of January 31, 2022. Included in total assets of January 31, 2022 was $10,718,824 of goodwill associated with the Company’s 80% interest in RKingsCompetition Ltd. and $2,520,000 intangible assets related to trademarks and non-compete agreements, which were not included in the prior period.
The Company had total liabilities of $4,557,195 (of which $ 4,412,947 were current liabilities) as of January 31, 2022, which mainly included $109,662 of accounts payable to related parties, $1,207,750 of accounts payable and accrued liabilities, $592,142 of accrued income tax liability related to Rkings’ operations, $1,366,500 of contingent liability related to the RKings acquisition (due if RKings’ operating metrics are met), $562,650 of consideration payable related to the RKings acquisition which was paid on March 7, 2022, and $239,955 of operating lease liabilities related to the office lease. See “NOTE 1 – BASIS OF PRESENTATION AND ACCOUNTING POLICIES, Recent Issued Accounting Pronouncements” to the financial statements included herein. The decrease in cash of $1,555,390 was due to $4,099,500 of cash consideration paid to acquire 80% interest in RkingsCompetition Ltd in December 2021.
We do not currently have any additional commitments or identified sources of additional capital from third parties or from our officers, directors or majority stockholders. Additional financing may not be available on favorable terms, if at all.
In the future, we may be required to seek additional capital by selling additional debt or equity securities, or otherwise be required to bring cash flows in balance when we approach a condition of cash insufficiency. We also plan to sell equity in connection with an underwritten offering pursuant to which we currently plan to uplist our common stock on The NASDAQ Capital Market, which offering may not be completed on favorable terms, or the terms disclosed, if at all, and which offering remains subject to among other things, the successful uplisting of our common stock on The NASDAQ Capital Market. The sale of additional equity or debt securities, if accomplished, may result in dilution to our then stockholders. Financing may not be available in amounts or on terms acceptable to us, or at all. In the event we are unable to raise additional funding and/or obtain revenues sufficient to support our expenses, we may be forced to scale down our operations, which could cause our securities to decline in value.
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See “NOTE 3 – ACCOUNTS RECEIVABLE – RELATED PARTY”, for a description of related party accounts receivable; “NOTE 7 – INTANGIBLE ASSETS”, for a description of the Company’s intangible assets; “NOTE 8 – ACCOUNTS PAYABLE – RELATED PARTIES”, for a description of related party accounts payable; and “NOTE 11 – RELATED PARTY TRANSACTIONS”, for a description of related party transactions, each included herein in the notes to the financial statements included under “Item 1. Financial Statements.”
|
| Three Months Ended January 31, |
| |||||
|
| 2022 |
|
| 2021 |
| ||
Cash provided by operating activities |
| $ | 1,841,399 |
|
| $ | 78,964 |
|
Cash provided by (used in) investing activities |
|
| (3,395,318 | ) |
|
| 192 |
|
Cash provided by financing activities |
|
| 200 |
|
|
| 6,617,198 |
|
Cash flows from operating activities include net income adjusted for certain non-cash expenses, and changes in operating assets and liabilities. Non-cash expenses for the three months ended January 31, 2022, include stock-based compensation, and amortization expenses on intangible assets.
The Company generated cash from operating activities of $1,841,399 during the three months ended January 31, 2022, due primarily to $413,671 of net income, non-cash expenses relating to stock-based compensation of $143,931 (including options issued for services of $137,931, and stock issued for services of $6,000), depreciation and amortization of $96,701, $773,290 of decrease in accounts receivable from related party, and $126,983 of increase in accounts payable and accrued liabilities . Cash provided by operating activities was $78,964 for the three months ended January 31, 2021, which was mainly due to $52,158 of net income, non-cash expenses relating to stock-based compensation (related parties) of $597,908, options issued for services of $111,018, $310,205 of increase in accounts payable and accrued liabilities
During the three months ended January 31, 2022, cash used in investing activities was $3,395,318 which was primarily due to the cash consideration paid to acquire an 80% interest in RkingsCompetition Ltd of $4,099,500. During the three months ended January 31, 2021, cash provided by investing activities was $192 which was mainly due to the investment in GTG.
During the three months ended January 31, 2022 cash provided by financing activities was $200, which was due to the advance from shareholders to open the Company’s new bank accounts. During the three months ended January 31, 2021 cash provided by financing activities was $6,617,198, which was due primarily to the sales of equity securities through private placements and warrant exercise.
The Company had a net decrease in cash of $1,555,390 for the three months ended January 31, 2022, which is mostly attributable to the cash used in investing activities of $3,395,318, offset by the net cash provided by operating activities of $1,841,399, as discussed above.
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
Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).
Item 4. Controls and Procedures
Disclosure controls and procedures
The Company’s Chief Executive Officer (the principal executive officer) and Chief Financial Officer (principal financial/accounting officer) have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 3, 2022. Based upon such evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our reports filed with the Commission pursuant to the Exchange Act, is recorded properly, processed, summarized and reported within the time periods specified in the rules and forms of the Commission and that such information is accumulated and communicated to our management, including our CEO and CFO, to allow timely decisions regarding required disclosures.
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Changes in Internal Control over Financial Reporting
We regularly review our system of internal control over financial reporting to ensure we maintain an effective internal control environment. During the three months ended January 31, 2022 and as of January 31, 2022, the Company has hired personnel and contractors with sufficient accounting and GAAP knowledge to ensure separation of duties and supervision of accounting and financial activity. Procedures and practices have been implemented that ensure timely and accurate reporting of financial data for the quarter ended January 31, 2022, covered by this Quarterly Report on Form 10-Q. On March 3, 2022, the Audit Committee approved and adopted a comprehensive Financial Procedural Manual. These changes have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
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| Table of Contents |
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Although we may, from time to time, be involved in litigation and claims arising out of our operations in the normal course of business, we are not currently a party to any material legal proceeding. In addition, we are not aware of any material legal or governmental proceedings against us or contemplated to be brought against us. The impact and outcome of litigation, if any, is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We believe the ultimate resolution of any such current proceeding will not have a material adverse effect on our continued financial position, results of operations or cash flows.
On August 25, 2021, the Company first became aware of a default judgment entered against the Company (under its former name Source Gold Corp.), pursuant to an action filed against the Company by NPNC Management LLC (“NPNC”), in the Eighth Judicial District Court of Clark County, Nevada (Case No: A-15-716733-C). The action was originally filed on April 9, 2015, with a default judgment originally granted on November 3, 2015, which default judgment was renewed on August 24, 2021. The default judgment was in the amount of $42,485, plus interest at 18% per annum.
The Company was unaware of the prior default judgment until August 25, 2021, and has no knowledge of any liability, contracts with, or amounts due to, NPNC. On October 1, 2021, in an effort to settle the matter, the Company paid $40,000 to NPNC in full satisfaction of amounts owed.
Item 1A. Risk Factors
There have been no material changes from the risk factors previously disclosed in Part I, Item 1A of the Company’s Transition Report on Form 10-K for the nine months ended October 31, 2021, filed with the Commission on January 13, 2022 (the “Form 10-KT”), under the heading “Risk Factors”, except as set forth below, and investors should review the risks provided in the Form 10-KT and below, prior to making an investment in the Company. The business, financial condition and operating results of the Company can be affected by a number of factors, whether currently known or unknown, including but not limited to those described below and in the Form 10-KT, under “Risk Factors”, which risk factors from the Form 10-KT are incorporated by reference in this Item 1A. Risk Factors, any one or more of which could, directly or indirectly, cause the Company’s actual financial condition and operating results to vary materially from past, or from anticipated future, financial condition and operating results. Any of these factors, in whole or in part, could materially and adversely affect the Company’s business, financial condition, operating results and stock price.
In the past we have been affected by, and in the future, we may be affected by, unauthorized transfers, withdrawals, wires, checks and payments, from our bank accounts.
In August, 2021, we first became aware of certain Automated Clearing House (ACH) transfers that were erroneously posted to the Company’s bank account. The Company first notified Citibank of ACH transfers that were erroneously posted to the account. Overall, $729,505 of ACH transactions had posted to the Company’s accounts that were not authorized. Citibank immediately recognized that it was an error under the Electronic Fund Transfer Act of 1978 (EFTA) and proceeded to immediately replenish $392,921 of the unauthorized ACH transactions which resulted in a receivable due from Citibank of $336,584 as of October 31, 2021. In November 2021, an additional $247,908 was replenished by Citibank which resulted in a balance due from Citibank of $88,676. As of January 31, 2022, the balance due from Citibank was $88,676. The Company received confirmation from Citibank on February 25, 2022 that they were working to address the issues. While these unauthorized transfers were for the most part remedied quickly, and we believe that our liability and exposure to such transfers is minimal as a result of the EFTA, future unauthorized transfers, withdrawals, wires, checks and payments, from our bank accounts could have a material adverse effect on our cash flows and results of operations and result in material losses. The risk of such losses and unauthorized transactions may also be exacerbated by potential ineffective controls and procedures relating to the safeguarding of our account information.
Impact of COVID-19 Pandemic
The outbreak of the 2019 novel coronavirus disease (“COVID-19”), which was declared a global pandemic by the World Health Organization on March 11, 2020, and the related responses by public health and governmental authorities to contain and combat its outbreak and spread has severely impacted the U.S. and world economies. Decreased demand for our products and services caused by COVID-19 could have a material adverse effect on our results of operations. Separately, economic recessions, including those brought on by the COVID-19 outbreak may have a negative effect on the demand for our products, services and our operating results. The range of possible impacts on the Company’s business from the coronavirus pandemic could include, but are not limited to: (i) changing demand for the Company’s products and services; (ii) the closure of, or reduction in the number of persons who may be present in, establishments using the Company’s technology (resulting in a decrease in demand for such technology); (iii) travel restrictions and stay at home orders; (iv) recessions and other economic contractions which may decrease the amount of discretionary spending available to consumers and/or the amount such consumers are willing to spend; and (v) increasing contraction in the capital markets. At this time, our operations have not been materially negatively impacted by the coronavirus pandemic although much of the Company’s work was performed in the commuter environment, as opposed to the office setting.
The COVID-19 pandemic has not had a material impact on our business, and we expect our business to be resilient through the pandemic. We have continued operations, supported our online products and customers, and grown our sales, while our employees and consultants work remotely. Notwithstanding the aforementioned, we have experienced minor issues in connection with the transition of certain resources to remote settings as a result of the pandemic.
We have not experienced any significant material negative impact to our operations, revenues or gross profit due to COVID-19. However, moving forward, the range of possible impacts on our business from the coronavirus pandemic could include: (i) changing demand for our products and services; (ii) rising bottlenecks in our supply chain; and (iii) increasing contraction in the capital markets. At this time, our operations have not been materially negatively impacted by the coronavirus pandemic to date; although much of the work performed by the Company was in the commuter environment, as opposed to an office setting; however, it is possible that COVID-19 and the worldwide response thereto, may have a material negative effect on our operations, cash flows and results of operations.
Currently we believe that we have sufficient cash on hand, and the ability to raise additional funding, or borrow additional funding, as needed, to support our operations for the foreseeable future; however, we will continue to evaluate our business operations based on new information as it becomes available and will make changes that we consider necessary in light of any new developments regarding the pandemic.
The future impact of COVID-19 on our business and operations is currently unknown. The pandemic is continuing to develop rapidly and the full extent to which COVID-19 will ultimately impact us depends on future developments, including the duration and spread of the virus, virus mutations and variants, the availability and efficacy of vaccines and boosters, and the willingness of individuals to continue to obtain vaccines and boosters, as well as potential seasonality of new outbreaks.
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| Table of Contents |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Recent Sales of Unregistered Securities
There have been no sales of unregistered securities during the quarter ended January 31, 2022, and from the period from November 1, 2021 to the filing date of this Report, which have not previously been disclosed in the Form 10-KT, Form 10-Q or in a Current Report on Form 8-K, except as follows:
Recent sales of unregistered securities during the quarter ended January 31, 2022.
On November 29, 2021, the Company issued 666,250 shares with an agreed value of GBP £4,000,000, or $8.00 per share, to the owners of RKings (discussed above) as part of the consideration to purchase 80% of the outstanding capital stock of RKings.
On November 30, 2021, the Company issued an aggregate of 808 shares of restricted common stock to two consultants for IT consultation services provided in connection with the maintenance and development of the Company’s GM-Ag system.
The issuances described above were exempt from registration pursuant to Section 4(a)(2), Rule 506 of Regulation D and/or Regulation S of the Securities Act, since the foregoing issuances did not involve a public offering, the recipients took the securities for investment and not resale, we took appropriate measures to restrict transfer, and the recipients were (a) “accredited investors”; (b) had access to similar documentation and information as would be required in a Registration Statement under the Securities Act; and/or (c) were non U.S. persons. The securities are subject to transfer restrictions, and the certificates evidencing the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.
Recent issuances of unregistered securities subsequent to our fiscal quarter ended January 31, 2022.
On March 7, 2022, the Company issued 70,332 shares with an agreed value of $562,650, or $8.00 per share, to the owners of RKings (discussed above) as part of the consideration to purchase 80% of the outstanding capital stock of RKings.
The offer and sales described above were exempt from registration pursuant to Section 4(a)(2), Rule 506 of Regulation D and/or Regulation S of the Securities Act, since the foregoing issuances did not involve a public offering, the recipients took the securities for investment and not resale, we took appropriate measures to restrict transfer, and the recipients were (a) “accredited investors”; (b) had access to similar documentation and information as would be required in a Registration Statement under the Securities Act; (c) were non U.S. persons; and/or (d) were directors of the Company. The securities are subject to transfer restrictions, and the certificates evidencing the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.
Purchases of equity securities by the issuer and affiliated purchasers
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
None.
49 |
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Item 6. Exhibits
|
|
|
|
|
| Incorporated by Reference | ||||||
Exhibit Number |
|
Description of Exhibit |
| Filed/ Furnished Herewith |
|
Form |
|
Exhibit |
| Filing Date/Period End Date |
| File Number |
|
|
|
| 8-K |
| 2.1 |
| 12/3/2021 |
| 000-54840 | ||
|
|
|
| 10-KT/A |
| 3.1 |
| 10/28/2020 |
| 000-54840 | ||
|
|
|
| 10-KT/A |
| 3.2 |
| 10/28/2020 |
| 000-54840 | ||
|
|
|
| 8-K |
| 3.2 |
| 10/28/2020 |
| 000-54840 | ||
|
|
|
| 8-K |
| 3.1 |
| 12/16/2021 |
| 000-54840 | ||
|
|
|
| S-1 |
| 3.2 |
| 10/7/2008 |
| 333-153881 | ||
|
|
| 8-K | 10.1 | 12/3/2021 | 000-54840 |
| Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act |
| x |
|
|
|
|
|
|
|
| |
| Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act |
| x |
|
|
|
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|
|
| |
| Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act |
| x |
|
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|
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|
|
| |
| Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act |
| x |
|
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|
|
|
|
| |
101.INS* |
| Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
| x |
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101.SCH* |
| XBRL Taxonomy Extension Schema Document |
| x |
|
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|
101.CAL* |
| XBRL Taxonomy Extension Calculation Linkbase Document |
| x |
|
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|
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101.DEF* |
| XBRL Taxonomy Extension Definition Linkbase Document |
| x |
|
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|
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101.LAB* |
| XBRL Taxonomy Extension Label Linkbase Document |
| x |
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101.PRE* |
| XBRL Taxonomy Extension Presentation Linkbase Document |
| x |
|
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|
104* |
| Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set |
| x
|
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|
____________
* Filed herewith.
** Furnished herewith.
+ A copy of any omitted schedule or Exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that Golden Matrix Group, Inc. may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or Exhibit so furnished.
| 50 |
| 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. |
| ||
|
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Dated: March 8, 2022 | /s/ Anthony Brian Goodman |
| |
Anthony Brian Goodman |
| ||
Its: President and Chief Executive Officer (Principal Executive Officer) |
|
Dated: March 8, 2022 | /s/ Omar Jimenez |
| |
Omar Jimenez |
| ||
Its: Chief Financial Officer Chief Compliance Officer (Principal Accounting/Financial Officer) |
|
| 51 |