Sec Form 4 Filing - Goodman Anthony Brian @ Golden Matrix Group, Inc. - 2023-01-30-05:00

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Goodman Anthony Brian 2. Issuer Name and Ticker or Trading Symbol Golden Matrix Group, Inc. [ GMGI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 3651 LINDELL RD STE D131 3. Date of Earliest Transaction (MM/DD/YY) 01/30-05:00/2023 (Street) LAS VEGAS, NV89103 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/30-05:00/2023 M 250,000( 1 ) A 8,529,079 D Common Stock 7,470,483 I Through Luxor Capital LLC( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Unit ( 2 ) 01/30-05:0 0/2023 M 250,000 ( 4 ) ( 4 ) Common Stock 250,000 $ 0 500,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Goodman Anthony Brian 3651 LINDELL RD STE D131 LAS VEGAS, NV89103 X X Chief Executive Officer Luxor Capital LLC 3651 LINDELL RD STE D131 LAS VEGAS, NV89103 X X Chief Executive Officer Signatures /s/ Anthony Brian Goodman 02/02-05:00/2023 Signature of Reporting Person Date /s/ Anthony Brian Goodman, as Managing Member of Luxor Capital LLC 02/02-05:00/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the vesting of restricted stock units (RSUs) upon the Issuer meeting certain (1) revenue and (2) EBITDA targets, as of the end of fiscal 2022. ( 2 )Each RSU represents the contingent right to receive, at settlement, one share of common stock. ( 3 )Luxor Capital LLC is wholly-owned by Mr. Goodman, as such he is deemed to beneficially own the securities held by such entity. ( 4 )The RSUs vest, if all, at the rate of 125,000 of such RSUs, upon the Issuer meeting certain (1) revenue and (2) EBITDA targets (250,000 total per year), as of the end of fiscal 2022 (vested), 2023 and 2024, and upon the public disclosure of such operating results in the Issuer's subsequently filed Annual Reports on Form 10-K, subject to the reporting person's continued service through the applicable vesting date. Restricted stock units do not expire; they either vest or are canceled prior to vesting date. Issued under the Issuer's 2022 Equity Incentive Plan.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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