GOLDEN MATRIX GROUP, INC. – 10 KT of operations.

Forward-looking statements



The following discussion of the Company's historical performance and financial
condition should be read together with the consolidated financial statements and
related notes in "Item 8. Financial Statements and Supplemental Data" of this
Report. This discussion contains forward-looking statements based on the views
and beliefs of our management, as well as assumptions and estimates made by our
management. These statements by their nature are subject to risks and
uncertainties, and are influenced by various factors. As a consequence, actual
results may differ materially from those in the forward-looking statements. See
"Item 1A. Risk Factors" of this report for the discussion of risk factors and
see "Cautionary Statement Regarding Forward-Looking Statements" for information
the forward-looking statements included below.



Summary of the information contained in the management report and the analysis of the financial situation and operating results

Our Management's Discussion and Analysis of Financial Condition and Results of
Operations (MD&A) is provided in addition to the accompanying audited financial
statements and notes to assist readers in understanding our results of
operations, financial condition, and cash flows. MD&A is organized as follows:



? Overview. Discussion of our activities and overall analysis of our financial situation and

other highlights that affect us, to provide context for the rest of

Management report.

? Results of operations. An analysis of our financial results comparing the

nine-month transition period completed October 31, 2021, compared to the nine

        months ended October 31, 2020, the twelve months ended January 31, 2021
        and 2020 and six months ended January 31, 2020 and 2019.
    ?   Liquidity and Capital Resources. An analysis of changes in our

consolidated balance sheets and cash flows and discussion of our financial condition

state.

? Critical accounting policies and estimates. Accounting estimates that we

believe it is important to understand the assumptions and judgments

        incorporated in our reported financial results and forecasts.




Overview



We derive our revenue primarily from license fees received from gaming operators located in the Asia Pacific (APAC) that use the Company’s technology.

The Company's goal is to expand our customer base globally and to integrate
additional operators, launch additional synergistic products and appoint more
distributors. Currently the Company has more than 5.3 million registered users
across all gaming operators that utilize the Company's technology and is
currently integrating additional operators to expand this usage.



Our financial focus is on long-term, sustainable growth in revenue with the goal
of marginal increases in expenses. The Company's activity is highly scalable. We
are highly encouraged by recent revenue growth, clearly demonstrating the
acceptance and reputation of the Company's GM-X System and its gaming content.
We plan to continuously add new products to our offerings and anticipate revenue
growth assuming we are successful therewith.



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.



Results of Operations



Revenues


The Company currently has two separate revenue streams.

1) – Charges for the use of intellectual property.

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. Total revenues recognized from
the usage of our Gaming IP and technology systems for the nine months ended
October 31, 2021 and 2020, the twelve months ended January 31, 2021 and 2020,
the six months ended January 31, 2020 and 2019 are shown in the following table:



          Nine Months      Nine Months         Twelve           Twelve         Six Months       Six Months
             Ended            Ended         Months Ended     Months Ended        Ended            Ended
           October 31       October 31       January 31       January 31       January 31       January 31
              2021             2020             2021             2020             2020             2019
                           (unaudited)                       (unaudited)                       (unaudited)
Related

party $1,525,091 $1,633,702 $2,248,877 $2,167,773

   $  1,087,816     $  1,349,485
Third
party          112,182          441,994          595,819        1,120,802          670,783            2,752

Total 1,637,273 2,075,696 2,844,696 3,288,575

     1,758,599        1,352,237





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The decrease in revenues, with regard to this category of sales, in the
nine-month transition period ended October 31, 2021, compared to the nine-month
period ended October 31, 2020, is due to the Company's shift in focus to
appointing resellers of its product and services. The portion of the decrease in
revenues by third-party clients can be attributed to the loss of certain major
operators from our third-party customers.



The decrease in revenues in the twelve-month period ended January 31, 2021,
compared to the twelve-month period ended January 31, 2020, is due to a marginal
decrease in revenues from our third-party customers and can be attributed to the
reduced performance of certain operators.



The increase in revenue during the six months ended January 31, 2020, compared to the six-month period ended January 31, 2019, is attributable to an increase in the number of registered operators and end users.


2) - Resellers



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 nine-months
ended October 31, 2021 and 2020, and the twelve-months ended January 31, 2021
and 2020, were $7,696,219, $1,195,957, and $2,378,363 and $0, respectively.
There were no such revenues in the previous years or periods.



The increase in this category of revenues is due to the Company's shift in focus
to appoint resellers for its products and services. The Company believes its
strategy to appoint resellers will allow the Company to scale its distribution
more efficiently and broaden its global reach. The Company is seeking to engage
additional resellers, increase its number of operators, and broaden its global
market. We believe that this is also now achievable via the Company's new GM-Ag
system that is more suitable for Latin American and European markets.



The Company believes that there is a significant opportunity to scale this new
revenue stream with low related expenses and no capital expenditures and also to
expand its global reach. We believe the new revenue stream is highly scalable
i.e., the running and support costs relative to the incremental revenues are
low, and will reduce exponentially as a percentage of revenues as revenues grow.
The Company plans to strive to roll out this new product offering to its
existing client base and expects to scale up its revenues as a result.



Costs of goods sold


The Company currently has two separate costs for goods sold.



1) The Company recognized the amortization of stock options granted to
consultants under its 2018 Equity Incentive Plan as a cost of goods sold. This
recognition is based on the fact that the stock options directly contributed to
the revenues generated by the Company's GM2 Asset. The amortization expenses of
the stock options granted to consultants recognized in the nine months ended
October 31, 2021 and 2020, the twelve months ended January 31, 2021 and 2020,
and the six months ended January 31, 2020 and 2019 are shown in the following
table:



                                                         Twelve
               Nine Months                               Months       

Twelve months Six months

                  Ended         Nine Months Ended         Ended            Ended            Ended        Six Months Ended
               October 31          October 31          January 31        January 31       January 31        January 31
                  2021                2020                2021              2020             2020              2019
                                   (unaudited)                          (unaudited)                         (unaudited)
Amortization
of
Consultants
Options        $   359,419     $           164,762     $   275,780     $      (59,280 )   $   57,224     $         138,502





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The increase in the option amortization expenses in the nine-month transition
period ended October 31, 2021, compared to the nine-months ended October 31,
2020, is due to new options granted during the nine-months ended October 31,
2021. The increase in the share price has increased the option valuation based
on the Black-Scholes valuation model and therefore increased the amortization
expenses.



The increase in the option amortization expense in fiscal year 2021, compared to
2020, is attributable to the options issued during the year. The increase in the
share price has also increased the option valuation based on the Black-Scholes
valuation model and therefore increased the amortization expenses. The negative
cost of goods sold during the twelve months ended January 31, 2020 was due to
the adoption of new accounting standard ASU 2018-07.



The decrease in the option amortization expenses in the six-month transition
period ended 2020, compared to the six months ended January 31, 2019, is due to
the adoption of new accounting standard update 2018-07, in which the Company was
not required to re-value options at each reporting date.



2) Since 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
nine months ended October 31, 2021 and 2020, and the twelve months ended January
31, 2021, $5,691,089, $880,508 and $1,724,272, respectively, of costs were
recognized. There were no such costs before the twelve-month ended January
31,
2021.



While the Company is focusing on appointing additional resellers in order to
scale its customer base, sales and global reach, the Company's gross profit
margin may be reduced. However, the Company expects a longer term benefit in the
cost of goods as a result of the increase in buying power due to higher overall
usage of gaming content.


General and administrative expenses



General and administrative expenses consist primarily of advertising and
promotion expenses, travel expenses, website maintenance expenses,
administrative expenses, commission expenses, lease expenses, gaming license
expenses and amortization expenses on our intangible asset (see "NOTE 9 -
INTANGIBLE ASSETS - SOFTWARE PLATFORM" to the financial statements included
herein). Total general and administrative expenses in the nine months ended
October 31, 2021 and 2020, the twelve months ended January 31, 2021 and 2020,
and the six months ended January 31, 2020 and 2019 are shown in the following
table:



                                                            Twelve
                 Nine Months                                Months        Twelve Months      Six Months
                    Ended          Nine Months Ended         Ended            Ended            Ended        Six Months Ended
                  October 31          October 31          January 31        January 31       January 31        January 31
                     2021                2020                2021              2020             2020              2019
                                      (unaudited)                          (unaudited)                         (unaudited)
General &
Administrative
Expenses         $  1,112,986     $           414,965     $   566,593     $      337,140     $  149,177     $         133,376



The increase in the general and administrative expenses for the nine months
ended October 31, 2021 compared to the nine months ended October 31, 2020, was
mainly due to a marketing fee paid to one of the Company's customers and certain
new expenses which were applicable this fiscal year, but not last, including
lease expenses, gaming license expenses, and amortization expenses on our
intangible asset. The marketing fee is due to one customer pursuant to the
Company's Software Services Agreement which stipulates benchmark targeted gross
gaming revenues that the customer is required to achieve in order to obtain a
marketing rebate. As such, if the customer generates the benchmark by a
predetermined date, then the customer will be granted a marketing rebate of 1%
of the gross gaming revenues generated by the customer. The customer has
satisfied the requirement of the stipulated June 2021 benchmark which was 4
million Euro gross gaming revenues, and as such was granted the 1% rebate. This
rebate resulted in an increase in general and administrative expenses.




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The increase in the general and administrative expenses in fiscal year 2021,
compared to 2020, is mainly due to the marketing compensation granted to one of
the Company's customers. As per the Company's Software Agreement with the
customer, the customer is required to achieve benchmark targeted gross gaming
revenues in order to obtain a marketing rebate. If the customer generates the
benchmark by a predetermined date then the customer will be granted a marketing
rebate of 1% of the gross gaming revenues generated by the customer. The
customer has satisfied the requirement of the stipulated September 2020
benchmark which was 2 million Euro gross gaming revenues, and as such was
granted the 1% rebate.



The general and administrative expenses remained relatively consistent during
the six-month period ended January 31, 2020, compared to the six-month period
ended January 31, 2019.


General and administrative expenses – Related parties

General and administrative expenses from related parties consist primarily of
amortization expenses due to stock options granted to directors and officers,
back-office expenses paid to Articulate Pty Ltd ("Articulate"), which is
wholly-owned by Anthony Brian Goodman, CEO and Chairman of the Company and his
wife Marla Goodman, consulting expenses and salary expenses payable to the
Company's Directors and officers. The components of general and administrative
expenses from related parties in the nine months ended October 31, 2021 and
2020, the twelve months ended January 31, 2021 and 2020, and the six months
ended January 31, 2020 and 2019 are shown in the following table:



               Nine Months     Nine Months         Twelve        Twelve Months      Six Months
                  Ended           Ended         Months Ended         Ended            Ended        Six Months Ended
               October 31       October 31       January 31        January 31       January 31        January 31
                  2021             2020             2021              2020             2020              2019
                               (unaudited)                        (unaudited)                         (unaudited)
Amortization
expenses of
Directors'
and
Officers'
stock
options        $   546,560     $  1,032,495     $  1,630,403     $      484,763     $  392,101     $         114,180
Back-office
expenses            55,000           99,000          132,000             99,000         66,000                20,200
Consulting &
salary
expenses           380,463          181,347          288,037            160,380         81,972                68,040
Total          $   982,023     $  1,312,842     $  2,050,440     $      744,143     $  540,073     $         202,420




During the nine-months ended October 31, 2021 and 2020, the directors' stock
options amortization expense decreased due to the stock options granted to the
Company's Chief Executive Officer (2,700,000 options) and the Chief Operating
Officer (700,000 options) in addition to other options granted under the 2018
Equity Incentive Plan becoming fully vested and fully amortized; the back-office
expenses decreased due to the cancellation of Back Office Services Agreement
with Articulate (a related party owned by the Company's Chief Executive Officer,
Anthony Brian Goodman); the consulting & salary expense increased by $199,116,
which is principally due to increased salaries of the Company's Chief Executive
Officer, the Chief Operating Officer and the addition of the Chief Financial
Officer's compensation.


During the twelve-months ended January 31, 2021 and 2020, the amortization
expenses increased due to the stock options granted to three Independent
Directors under the 2018 Equity Incentive Plan; the back office expenses (with
Articulate, a related party owned by the Company's Chief Executive Officer,
Anthony Brian Goodman and his wife) increased due to the increasing cost per
month thereof from $5,500 to $11,000 beginning in August 1, 2019; the consulting
expenses increased due to the increasing number of Directors which the Company
had, and the consulting services provided by Mr. Brett Goodman, a consultant,
and the son of the Company's Chief Executive Officer, who has been engaged to
assist the Company with building a Peer-to-Peer gaming system.




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During the six months ended January 31, 2020 and 2019, the increase in stock
option amortization expenses was due to the stock options granted to the
Company's Chief Executive Officer (2,700,000 options) and the Chief Operating
Officer (700,000 options) on September 19, 2019; and the back-office expense
increasing due to the increasing cost with Articulate (a related party owned by
the Company's Chief Executive Officer, Anthony Brian Goodman) from $2,300 to
$5,500 per month beginning on December 1, 2018.



Compensation expense – Acquisition cost – Related party

Compensation expense - acquisition cost - related party was a result of an Asset
Purchase Agreement entered into on February 28, 2018, with Luxor, which is
wholly-owned by the Company's Chief Executive Officer, Anthony Brian Goodman.
Pursuant to the Asset Purchase Agreement, the Company purchased certain
intellectual property and know-how (the GM2 Asset) and agreed that 50% of the
revenues generated by the GM2 Asset during the 12-month period from March 1,
2018 to February 28, 2019, would be paid to Luxor. As of July 31, 2018, the
Company estimated the acquisition cost at $1,242,812.



In the nine months ended October 31, 2021 and 2020, the acquisition cost was
$0 and $0.



During the twelve-months ended January 31, 2021 and 2020, the acquisition cost
was $0 and $6,791. The acquisition cost for the fiscal year ended January 31,
2020 was an adjustment to the estimated number.



In the six months ended January 31, 2020 and 2019, the acquisition cost was
$0 and $84,082, respectively.

Research and development costs



Research and development expense 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. During the nine-months ended
October 31, 2021 and 2020, the research and development expense increased
$131,067 to $149,738, from $18,671, respectively, mainly due to increased
development of the platform.



In the twelve months ended January 31, 2021 and 2020, research and development expenses were $47,558 and $0, respectively. Research and development expenditures were incurred in the construction of the Company’s proprietary Peer-to-Peer gaming system.


Professional fees



Professional fees consisted primarily of SEC filing fees, legal fees and
accounting and audit fees. The professional fees for the nine months ended
October 31, 2021 and 2020, the twelve months ended January 31, 2021 and 2020,
and the six months ended January 31, 2020 and 2019, are shown in the following
table:



                                                              Twelve
                    Nine Months                               Months        Twelve Months      Six Months
                       Ended         Nine Months Ended         Ended            Ended            Ended         Six Months Ended
                    October 31          October 31          January 31        January 31       January 31         January 31
                       2021                2020                2021              2020             2020               2019
                                        (unaudited)                          (unaudited)                         (unaudited)
Professional fees   $   287,383     $           110,336     $   159,091    
$       57,507     $   26,944     $           30,068





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During the nine-months ended October 31, 2021 and 2020, professional fees
increased by $177,047 to $287,383, from $110,336, respectively, mainly due to
legal and accounting fees related to corporate actions, filings with the SEC,
preparation of tax returns and period end audits and reviews. Legal fees
increased by $112,411 (from $54,556 to $166,967) and accounting and audit fees
increased by $53,950 (from $32,550 to $86,500).



During the twelve-months ended January 31, 2021 and 2020, professional fees
increased $101,584 from $57,507, to $159,091, respectively, mainly due to the
corporate actions and filings with the SEC during the year including the change
of fiscal year, stock reverse split and fees in connection with the filing of
our NASDAQ uplisting application, which is still pending.



Professional fees have remained fairly constant over the six-month period ended January 31, 2020 and 2019, as corporate actions and deposits were limited; therefore, audit fees and legal fees have remained constant over these periods.



Bad Debt Expense



During the nine-months ended October 31, 2021 and 2020, bad debt expense
remained unchanged at $0 and $0, respectively. Accounts receivable are monitored
regularly for impairment and all amounts are collectible except for a reserve
for doubtful accounts of $168,557.



In the twelve months ended January 31, 2021 and 2020, the charge for bad debts was $0 and $179,396, respectively.

During the six-months ended January 31, 2020 and 2019, bad debt expense was
$10,839 and $0, respectively. As of January 31, 2020, the Company had an
accounts receivable of $10,839 from Globaltech Software Services LLC, a Company
from which the Company's Chief Executive Officer previously had an interest but
does not have an interest as of this date. The relationship with Globaltech
Software Services LLC was terminated and the amount was over one year past due;
therefore, the balance of $10,839 was written off to bad debt expense.




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Interest Expense



During the nine-months ended October 31, 2021 and 2020, interest expense was $0
and $10,897, respectively. Historically, interest expense was mainly attributed
to settlement payable and promissory note to Luxor, a Nevada limited liability
corporation, which is wholly-owned by the Company's Chief Executive Officer and
Chairman, Anthony Brian Goodman. The promissory note had an original principal
balance of $1,031,567, with interest accruing on the unpaid balance at a rate of
6% per annum. The settlement payable and promissory note were paid in full as of
January 31, 2021; therefore, no interest was incurred during the nine months
ending October 31, 2021.


During the twelve-months ended January 31, 2021 and 2020, interest expense was
$11,852 and $63,583, respectively. The decrease of interest expense is mainly
due to the decrease in the outstanding balance of the convertible debt and the
promissory note with Luxor that was paid in full as of January 31, 2021.



During the six-months ended January 31, 2020 and 2019, interest expense was
$26,227 and $7,994 respectively. The increase in the interest expense was mainly
attributable to the Luxor Promissory Note discussed above which was outstanding
for the full six-month period ended January 31, 2020, compared to only a portion
of the six-month period ended January 31, 2019. The interest rate for the
Promissory Note was 6% per annum.



Interest income


Interest income is linked to earnings on the Company’s savings account with
Wells Fargo Bank.

During the nine-months ended October 31, 2021 and 2020, the interest income was
$201 and $1,570, respectively. The decrease in interest income is due to the
decrease in the earnings from Wells Fargo Bank.



During the twelve-months ended January 31, 2021 and 2020, interest income was
$1,611 and $26,779, respectively. The decrease in interest income is due to the
decrease in the earnings from Wells Fargo Bank.



During the six-months ended January 31, 2020 and 2019, interest income was
$18,659 and $0, respectively. The interest income was from earnings on amounts
held in the Company's Wells Fargo Bank savings account which the Company opened
in February 2019.



Foreign Exchange Gain (loss)


Some suppliers invoice the Company in euros and the exchange gain (loss) is mainly due to the fluctuation of the euro against the US dollar.

In the nine months ended October 31, 2021 and 2020, the foreign exchange loss was $62,983 and $14,320, respectively.

In the twelve months ended January 31, 2021 and 2020, the foreign exchange gain was $8,996 and $0, respectively.

In the six months ended January 31, 2020 and 2019, there was no foreign exchange gain or loss.


Other Expense



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.



There were no such expenses in previous periods.

Gain (loss) on derivative liability – note conversion function



The gain (loss) on derivative liability was mainly due to the change of fair
value change of derivative liabilities related to the note conversion features
of convertible notes. As of January 31, 2020, all convertible notes were
settled.



In the nine months ended October 31, 2021 and 2020, there was no gain or loss on the derivative liability when the convertible notes were settled.



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During the twelve-months ended January 31, 2021 and 2020, the loss on derivative
liability was $0 and $3,182, respectively. The loss on derivative liability
during the January 31, 2020 year was mainly due to the fair value change of
derivative liabilities. The Company settled all the derivative liabilities on
January 31, 2020; therefore, no gains or losses on derivative liabilities
accrued during the January 31, 2021 year.



In the six months ended January 31, 2020 and 2019, the loss on derivative liabilities was $0 and $ 1,899, respectively. The decrease in expense is mainly due to the settlement of convertible notes and the change in fair value of derivative liabilities.

Gain (loss) on extinguishment of debt

There has been no gain or loss on extinguishment of debt in the nine months ended
October 31, 2021 and 2020 or the twelve months ended January 31, 2021 and 2020.

During the semester ended January 31, 2020 and 2019, the loss on extinguishment of debt was $0 and $106, respectively. The loss is due to the settlement of convertible bonds with Financing LG Capital, LLC.


Net Income (loss)



During the nine-months ended October 31, 2021 and 2020, net income was $648,072
and $345,922, respectively. The increase in net income of $302,150 is mainly due
to the increase in gross profit of $1,056,601, offset by increases in (i)
general and administrative expenses of $698,021, (ii) professional fees of
$177,047 and (iii) research and development expense of $131,067.



In the twelve months ended January 31, 2021 and 2020, the net result was
$398,080 and $1,982,892, respectively. The decline in net income of $1,584,812
is mainly due to the increase in $1.4 million in option amortization expense.



During the six-months ended January 31, 2020 and 2019, net income was $966,774
and $753,790, respectively. The increase in net income of $212,984 was due to
the increase in revenues and the decrease in acquisition costs and costs of
goods sold.



Cash and capital resources

The table below summarizes our cash and cash equivalents, working capital and shareholders’ equity as of October 31, 2021 and 2020:


                               As of            As of
                             October 31      January 31,
                                2021             2021

Cash and cash equivalents   $ 16,797,656     $ 11,706,349
Working capital             $ 18,694,687     $ 13,261,937
Shareholders' equity        $ 18,928,109     $ 13,261,937



The Company had $16,797,656 of cash on hand and total assets of $20,458,948
($20,043,502 were current assets) at October 31, 2021. The Company had total
working capital of $18,694,687 as of October 31, 2021. The Company had total
liabilities of $1,530,839 (of which $1,348,815 were current liabilities) as of
October 31, 2021, which mainly included $105,062 of accounts payable to related
parties, $1,074,786 of accounts payable and accrued liabilities, $68,635 of
customer deposits, and $282,233 of operating lease liabilities related to the
office lease. 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, which is wholly-owned by
Anthony Brian Goodman, CEO of the Company and his wife Marla Goodman. Accounts
payable to related parties was $105,062 and $208,521 as of October 31, 2021, and
January 31, 2021, respectively. The increase in cash was due to the sale of
$4,047,253 in equity, and $1,271,119 in cash from operations. The accounts
receivable increased due to an increase in revenues. The customer deposits
decreased because of the customers' use of deposits as credits for games played.
The consideration payable to related party decreased because the amount payable
for the acquisition of GTG was settled.




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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. 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.



See "Note 3 - Accounts Receivable, Net", for a description of accounts
receivable; "Note 4 - Accounts Receivable - Related Party", for a description of
related party accounts receivable; "Note 5 -  Prepaid Expenses", for a
description of prepaid expenses; "Note 9 - Intangible Assets - Software
Platform", for a description of the Company's intangible assets; "Note 10-
Related Party Transactions", for a description of related party transactions;
each included herein under "Item 8. Financial Statements and Supplementary
Data."



              Nine Months       Nine Months      Twelve Months     Twelve Months      Six Months        Six  Months
             Ended October     Ended October     Ended January     Ended January        Ended          Ended January
                  31                31                31                31            January 31            31
                 2021              2020              2021              2020              2020              2019
                                (unaudited)                         (unaudited)                         (unaudited)
Cash
provided
by (used
in)
operating
activities   $   1,271,119     $   1,799,079     $   1,878,043     $   1,599,319     $    986,723     $       839,338
Cash
provided
by (used
in)
investing
activities        (231,314 )               -               192                 -                -                   -
Cash
provided
by (used
in)
financing
activities       4,051,165         1,354,412         7,971,610          (861,313 )       (861,313 )          (167,420 )




The Company generated cash from operating activities of $1,271,119, $1,799,079,
$1,878,043, $1,599,319, $986,723, and $839,338 for the nine-months ended October
31, 2021 and 2020, the twelve months ended January 31, 2021 and 2020, and the
six months ended January 31, 2020 and 2019. Cash flows from operating activities
include net income adjusted for certain non-cash expenses, and changes in
operating assets and liabilities. The $1,271,119 of cash generated from
operating activities during the nine-months ended October 31, 2021 was due
primarily to $648,072 of net income, and non-cash expenses relating to
stock-based compensation (including options issued for services and stock issued
for services) which totaled $967,579 during the nine-months ended October 31,
2021. The $1,799,079 cash generated from operating activities during the
nine-months ended October 31, 2020, was due primarily to $345,922 of net income,
and non-cash expenses relating to stock-based compensation (including options
issued for services and stock issued for services) which were $1,234,257 during
the nine-months ended October 31, 2020.



Net cash provided by (used in) investment activities was $(231,314) and $192 for
the nine-months ended October 31, 2021 and twelve-months ended January 31, 2021.
During the nine-months ended October 31, 2021, the $231,314 cash used in
investment activities was due primarily to $115,314 for the acquisition of
Global Technology Group Pty Ltd (more details of which are discussed in "Note 8
- Asset Acquisition - Related Party" to the consolidated financial statements
included herein under "Item 8. Financial Statements and Supplementary Data") and
$116,000 for the purchase of fixed assets. There was no cash used or provided by
investing activities for the nine-months ended October 31, 2020.




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Net cash provided by (used in) financing activities was $4,051,165, $1,354,412,
$7,971,610, $(861,313), $(861,313), and $(167,420) for the nine-months ended
October 31, 2021 and 2020, the twelve months ended January 31, 2021 and 2020,
and the six months ended January 31, 2020 and 2019, respectively. The $4,051,165
cash provided by financing activities during the nine-months ended October 31,
2021 was due primarily to the exercise of warrants in July 2021 which raised
cash of $1,020,000 (for 170,000 shares of common stock of the Company) and a
public offering in October 2021 which raised a net of $3,027,253 (for 496,429
shares of common stock and warrants to purchase the same number of shares of
common stock of the Company) as discussed in "Note 11 - Equity" to the
consolidated financial statements included herein under "Item 8. Financial
Statements and Supplementary Data". The $1,354,412 of cash provided by financing
activities during nine-months ended October 31, 2020 was due primarily to the
sales of equity securities in September 2020 through private placements as
discussed below and in "Note 11 - Equity" to the consolidated financial
statements included herein under "Item 8. Financial Statements and Supplementary
Data".


Recent fundraising activities


Private Offering of Units



On August 20, 2020, the Company sold, to eleven accredited investors, an
aggregate of 527,029 units, 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 $3.40 per unit, raising cash of $1,791,863. The units were sold pursuant to
the Company's entry into subscription agreements with each investor. The
subscription agreements provide the investors customary piggyback registration
rights (for both the shares and the shares of common stock underlying the
warrants) which remain in place for the lesser of one year following the closing
of the offering and the date that the applicable investor is eligible to sell
the applicable securities under Rule 144 of the Securities Act, as amended. Such
piggyback registration rights agreements also provided that the Company is not
required to register securities in a registration statement relating solely to
an offering by the Company of securities for its own account if the managing
underwriter or placement agent have advised the Company in writing that the
inclusion of such securities would have a material adverse effect upon the
ability of the Company to sell securities for its own account.



The warrants had an exercise price of $4.10 per share (and no cashless exercise
rights), and were exercisable until the earlier of (a) August 20, 2022, and (b)
the 30th day after the Company provided the holder of the warrants notice that
the closing sales price of the Company's common stock has closed at or above
$6.80 per share for a period of ten consecutive trading days.



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 $6.80 per
share, and on December 8, 2020, the Company provided notice to the holders of
the warrants and that they had until January 7, 2021 to exercise such warrants,
or such warrants would expire pursuant to their terms. From December 9, 2020, to
January 7, 2021, ten holders of warrants to purchase an aggregate of 409,029
shares of the Company's common stock exercised such warrants and paid an
aggregate exercise price of $1,677,019 to the Company. In connection with such
exercises the Company issued such warrant holders an aggregate of 409,029 shares
of restricted common stock.



Separately, effective on January 7, 2021, the Board of Directors of the Company
agreed to extend the expiration date of warrants to purchase 118,000 shares of
common stock, which would have otherwise expired on January 7, 2021, pursuant to
the terms of the warrants, to February 8, 2021, which warrants expired
unexercised.



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 $5.00 per unit.
In total the Company raised cash of $4,999,982 pursuant to the private offering
of the units. The units were sold pursuant to the entry into a subscription
agreement with the investor. The Subscription Agreement provided the investor
customary piggyback registration rights (for both the shares and the shares of
common stock underlying the warrants) which remain in place for the lesser of
one year following the closing of the offering and the date that the investor is
eligible to sell the applicable securities under Rule 144 of the Securities Act.
Such piggyback registration right agreements also provided that the Company is
not required to register securities in a registration statement relating solely
to an offering by the Company of securities for its own account if the managing
underwriter or placement agent have advised the Company in writing that the
inclusion of such securities would have a material adverse effect upon the
ability of the Company to sell securities for its own account.




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The warrants have an exercise price of $6.00 per share (and no cashless exercise
rights), and are exercisable until the earlier of (a) January 14, 2023, and (b)
the 30th day after the Company provides the holder of the Warrants notice that
the closing sales price of the Company's common stock has closed at or above
$10.00 per share for a period of ten consecutive trading days. The warrants
include a beneficial ownership limitation, which limits the exercise of the
warrants held by the investor in the event that upon exercise such investor (and
any related parties of such investor) would hold more than 4.999% of the
Company's outstanding shares of common stock (which percentage may be increased
to 9.999% with at least 61 days prior written notice to the Company from the
investor).



From April 26, 2021, to May 7, 2021 (the "Triggering Date") (ten consecutive
trading days), the closing sales price of the Company's common stock closed at
or above $10.00 per share. However, as the total number of shares of common
stock issuable upon exercise of the Warrants would have exceeded 4.999% of the
Company's common stock, and as an accommodation to the holder of the Warrants,
on May 11, 2021, the Company agreed to provide the holder 61 days from the
Triggering Date to exercise the Warrants, and as a result the holder had until
July 11, 2021 to exercise such Warrants.



On July 9, 2021, the holder exercised a portion of the Warrants to purchase
170,000 shares of the Company's common stock at $6.00 per share and paid the
Company $1,020,000 in connection with such exercise and funds were received by
the Company in a total amount of $1,019,982 ($1,020,000 less $18 in bank
charges) on July 14, 2021. The Company issued the holder 170,000 shares of
common stock in connection with such exercise.



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 170,000 shares
of common stock, as described above), and as an accommodation to the holder, due
to the fact that Warrants did not contemplate a situation where a Triggering
Event would result in the holder holding over 4.999% of the Company's
outstanding common stock, the parties agreed to enter into an Amended and
Restated Common Stock Purchase Warrant, effective as of June 6, 2021, amending,
restating and replacing the prior Warrant Agreement, and evidencing the right of
the holder to purchase 830,000 shares of common stock of the Company (the
original 1,000,000 shares less the portion of the Warrants previously
exercised)(the "Amended and Restated Warrants") to remove the Trigger Event and
to fix the expiration date thereof as of November 11, 2022. The other terms of
the prior Warrant Agreement were not changed.



October 2021 Public Offering



On October 25, 2021, we 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 496,429 shares of common stock of the Company (the "Shares"),
together with warrants to purchase 496,429 shares of common stock (the
"Warrants"), at $7.00 per combined Share and Warrant, for aggregate gross
proceeds of approximately $3.475 million, before deducting the placement agent
fees and related offering expenses. The Offering closed on October 27, 2021.



EF Hutton, division of Benchmark Investments, LLC agreed to act 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 will receive an aggregate cash fee of 6%
of the gross proceeds of 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 $60,000, and the reimbursement of
certain other expenses, in the event the Offering closes.




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The Shares, Warrants and shares of common stock issuable upon exercise of the
Warrants, were registered under the Securities Act, on the Company's effective
shelf registration statement on Form S-3 (File No. 333-260044), filed with the
SEC on October 5, 2021, which was declared effective by the SEC on October 15,
2021, and the base prospectus contained therein, and a prospectus supplement
forming a part of the effective Registration Statement, dated October 25, 2021,
which was filed with the Commission on October 27, 2021.



The Warrants sold in the Offering have a term of three years, and an exercise
price of $8.63 per share (subject to customary adjustments for stock splits,
dividends and recapitalizations), the closing sales price of the Company's
common stock on October 22, 2021, the last trading day prior to the date that
the Purchase Agreement was entered into. The Warrants provide that they may be
exercised on a 'cashless exercise' basis if, at any time of exercise, there is
no effective registration statement registering, or no current prospectus
available for, the issuance or resale of the shares of common stock issuable
upon exercise of the Warrants. The exercise of the Warrants is subject to a
beneficial ownership limitation, which will prohibit the exercise thereof, if
upon such exercise the holder of the Warrants, its affiliates and any other
persons or entities acting as a group together with the holder or any of the
holder's affiliates would hold 4.99% (or, upon election of a purchaser prior to
the issuance of any shares, 9.99%) of the number of shares of the common stock
outstanding immediately after giving effect to the issuance of shares of common
stock issuable upon exercise of the Warrant held by the applicable holder,
provided that the holders may increase or decrease the beneficial ownership
limitation, provided that any increase in beneficial ownership limitation shall
not be effective until 61 days following notice to us and in no event shall such
beneficial ownership exceed 9.99% and such 61 day period cannot be waived.



The Warrants also include anti-dilution rights, which will 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 will be automatically reduced to
the lowest price per share of consideration provided or deemed to have been
provided for such securities, subject to certain exceptions.



Significant Events and Uncertainties

Our operating results are difficult to predict. Our prospects should be assessed in light of the risks, expenses and difficulties commonly encountered by comparable companies in the development stage.

There can be no assurance that we will be successful in meeting such risks, expenses and difficulties.

Off-balance sheet arrangements

We have no off-balance sheet arrangements, including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.

Significant Accounting Policies and Estimates



Our discussion and analysis of our financial condition and results of operations
are based upon our consolidated financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United States
of America. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amount of net sales and expenses for
each period. "Note 2 -- Summary of Accounting Policies," of the notes to
Consolidated Financial Statements included in Part II, Item 8 of this Form 10-K
describes the significant accounting policies and methods used in the
preparation of the Company's consolidated financial statements. Management bases
its estimates on historical experience and on various other assumptions it
believes to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities.




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Stock-Based Compensation



The Company accounts for stock-based compensation to employees in accordance
with Accounting Standards Codification (ASC) 718, "Compensation-Stock
Compensation". ASC 718 requires companies to measure the cost of employee
services received in exchange for an award of equity instruments, including
stock options, based on the grant date fair value of the award and to recognize
it as compensation expense over the period the employee is required to provide
service in exchange for the award, usually the vesting period. Stock option
forfeitures are recognized at the date of employee termination.

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