UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 ____________________________

 FORM 10-K/A
 (Amendment No. 2)
 ____________________________
 (Mark One)

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

 For the fiscal year ended December 31, 2024

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 Commission File Number: 001-41326

 Golden Matrix Group, Inc.

 (Exact name of registrant as specified in its charter)

 Nevada

 46-1814729

 (State or other jurisdiction of
 incorporation or organization)

 (I.R.S. Employer
 Identification No.)

 3651 Lindell Road, Suite D131, Las Vegas, NV

 89103

 (Address of principal offices)

 (Zip Code)

 Registrant's telephone number, including area code: ( 702) 318-7548

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

 Title of each class

 Trading Symbol(s)

 Name of each exchange on
 which registered

 Common Stock, $0.00001 Par Value Per Share

 GMGI

 The Nasdaq Stock Market LLC
 (The Nasdaq Capital Market)

 Securities registered pursuant to section 12(g) of the Act: None.

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

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

 Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

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

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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

 On June 30, 2024, the last day of the registrant's most recently completed second quarter, the aggregate market value of the Common Stock held by non-affiliates of the registrant was approximately $ 48,238,927, based upon the closing price of the registrant's Common Stock on the Nasdaq Capital Market of $2.47 on June 28, 2024, the last trading day prior to June 30, 2024. For purposes of calculating the aggregate market value of shares held by non-affiliates, we have assumed that all outstanding shares are held by non-affiliates, except for shares held by each of our executive officers, directors and 5% or greater stockholders. In the case of 5% or greater stockholders, we have not deemed such stockholders to be affiliates unless there are facts and circumstances which would indicate that such stockholders exercise any control over our company, or unless they hold 10% or more of our outstanding common stock. These assumptions should not be deemed to constitute an admission that all executive officers, directors and 5% or greater stockholders are, in fact, affiliates of our company, or that there are not other persons who may be deemed to be affiliates of our company. Further information concerning shareholdings of our officers, directors and principal stockholders is included in Part III, Item 12 of this Annual Report on Form 10-K.

 As of March 24, 2025, the registrant had 132,087,080 shares of its Common Stock, $0.00001 par value, outstanding (not including 918,375 shares of common stock that were issued upon settlement of Restricted Stock Units which vested upon the filing of the Annual Report on Form 10-K).

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 Explanatory Note

 On March 24, 2025, Golden Matrix Group, Inc. filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the " Original Form 10-K ") with the U.S. Securities and Exchange Commission (the " SEC "). The Original Form 10-K omitted certain disclosures under Part III, Items 10, 11, 12, 13 and 14 of Form 10-K in reliance on General Instruction G(3) to Form 10-K, which provides that such information may be either incorporated by reference from the registrant's definitive proxy statement or included in an amendment to Form 10-K, in either case filed with the SEC not later than 120 days after the end of the fiscal year. Subsequently, on April 29, 2025, the Company filed an Amendment No. 1 to Annual Report on Form 10-K with the SEC to include such omitted information (" Amendment No. 1 ").

 The Original Form 10-K and Amendment No. 1 failed to include certain required XBRL tagging and this Amendment No. 2 to Annual Report on Form 10-K is being filed solely to include such XBRL tagging under Item 1C. Cybersecurity and Item 10. Directors, Executive Officers and Corporate Governance.

 As such, this Amendment No. 2:

 restates Part I, Item 1C ( Cybersecurity), of the Original Form 10-K to include the required XBRL tagging;

 files new certifications of our principal executive officer and principal financial officer as exhibits to this Amendment under Item 15 of Part IV hereof, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the " Exchange Act ").

 This Amendment No. 2 does not otherwise change or update any of the disclosures set forth in the Original Form 10-K, as amended by Amendment No. 1, and, except as expressly stated herein, does not reflect events occurring after the filing of the Original Form 10-K.

 i

 ITEM 1C. Cybersecurity

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 ii

 ITEM 1C. CYBERSECURITY.

 We employ processes for assessing, identifying, and managing material risks from cybersecurity threats that are incorporated into our overall risk management system. These items are designed to help protect our information assets from internal and external threats and protect the integrity and confidentiality of our data. Our system includes procedural and technical safeguards, response plans, and reviews of our policies. We engage various external entities, including consultants, to improve and enhance our cybersecurity oversight. We provide all employees and consultants with cybersecurity and prevention training including timely and relevant topics covering social engineering, phishing, mobile security, and data protection and the need for reporting incidents and suspicious events immediately. With respect to third parties that assist in our cybersecurity oversight, we obtain reports to assess the security of their systems and processes. We engage in ongoing monitoring of all third-party providers to ensure compliance with our cybersecurity standards.

 Although we develop and maintain systems and controls designed to prevent cybersecurity threats from occurring, and we have a process to identify and mitigate threats, the development and maintenance of these systems, controls and processes is costly and requires ongoing monitoring and updating as technologies change and efforts to overcome security measures become increasingly sophisticated. Moreover, despite our efforts, the possibility of these events occurring cannot be eliminated entirely. As we outsource more of our information systems to vendors, engage in more electronic transactions with service providers and patients, and rely more on cloud-based information systems, the related security risks will increase and we will need to expend additional resources to protect our technology and information systems. In addition, there can be no assurance that our internal information technology systems or those of our third-party contractors, or our consultants' efforts to implement adequate security and control measures, will be sufficient to protect us against breakdowns, service disruption, data deterioration or loss in the event of a system malfunction, or prevent data from being stolen or corrupted in the event of a cyberattack, security breach, industrial espionage attacks or insider threat attacks which could result in financial, legal, business or reputational harm.

 We have processes in place to identify, assess and monitor material risks from cybersecurity threats, including the material risks of the Company. These processes are part of our overall enterprise risk management process and have been embedded in our operating procedures, internal controls and information systems. On a regular basis we implement into our operations these cybersecurity processes, technologies, and controls to assess, identify, and manage material risks. Cybersecurity risks related to our business, technical operations, privacy and compliance issues are identified and addressed through a multi-faceted approach including third party assessments, IT security, governance, risk and compliance reviews. To defend, detect and respond to cybersecurity incidents, we, among other things, have developed cybersecurity measures for our technology platform that include a variety of safety measures.

 Incidents are evaluated to determine materiality as well as operational and business impact, and reviewed for privacy impact.

 We describe whether and how risks from identified cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition, under the heading " We face cyber security risks that could result in damage to our reputation and/or subject us to fines, payment of damages, lawsuits and restrictions on our use of data " included as part of our risk factor disclosures at Item 1A of this Annual Report on Form 10-K.

 Cybersecurity is an important part of our risk management processes and an area of focus for our Board and management.

 Our Information Technology department is responsible for the oversight of risks from cybersecurity threats. The Board receives information and updates periodically with respect to the effectiveness of our cybersecurity and information security framework, data privacy and risk management. The Board will also be provided updates on any material incidents relating to information systems security and cybersecurity incidents.

 As of and for the year ended December 31, 2024, there have been no cybersecurity incidents that have materially affected the Company's business strategy, results of operations, or financial condition.

 Although we have designed our cybersecurity program and governance procedures discussed above to mitigate cybersecurity risks, we have experienced, and we may in the future experience cybersecurity risks, threats and attacks. To date, these risks, threats or attacks have not had a material impact on our operations, business strategy or financial results, but we cannot provide assurance that they will not have a material impact in the future. See the section entitled " Risk Factors " included elsewhere in this Annual Report for further information. We continuously work to enhance our cybersecurity risk management program.

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 Executive Officers

 The following table sets forth certain information with respect to our and our significant subsidiaries' executive officers:

 Name

 Position

 Age

 Anthony Brian Goodman

 President, Chief Executive Officer (Principal Executive Officer), Secretary, Treasurer, and Director

 Richard Christensen

 Chief Financial Officer (Principal Financial/Accounting Officer)

 Weiting 'Cathy' Feng

 Chief Operating Officer

 Zoran Milo evi

 Chief Executive Officer of the MeridianBet Group

 Sne ana Bo ovi

 Chief Operating Officer of Meridian Serbia, Secretary of the MeridianBet Group, and Company Director (Series C Preferred)

 Below is information regarding each executive officer's biographical information, including their principal occupations or employment for at least the past five years, and the names of other public companies in which such persons hold or have held directorships during the past five years.

 Anthony Brian Goodman — President, Chief Executive Officer (Principal Executive Officer), Secretary, Treasurer, and Director — Information regarding Mr. Goodman is set forth below under " Board of Directors ".

 Richard B. Christensen, CPA — Chief Financial Officer (Principal Financial/Accounting Officer) — Richard B. Christensen is a seasoned finance and accounting executive with over 25 years of comprehensive experience in international publicly-traded companies in the staffing, professional services, software, manufacturing, and construction industries. Mr. Christensen's key expertise includes corporate and business finance, mergers and acquisitions, technical accounting, and SEC reporting. From December 2015 through February 2025, Mr. Christensen served in various roles with TrueBlue Inc., a staffing, software and professional services company, including Senior Vice President (SVP) and Chief Accounting Officer (December 2020 to August 2024), Treasurer (February 2022 to February 2025), and SVP Risk, Treasury and Corporate Development (August 2024 to February 2025). While at TrueBlue, Inc., Mr. Christensen managed all aspects of accounting and SEC reporting, and was involved with several acquisitions. Prior thereto, Mr. Christensen was employed at Itron, Inc., where he held various accounting, finance, operational and business development roles over a period of approximately ten years. Prior thereto, Mr. Christensen served as an Audit Manager at Deloitte & Touche LLP, where he worked for approximately five years. Mr. Christensen received a BBA from Idaho State University in Computer Information Systems and Accounting, and received an MBA with a concentration in Finance from The Wharton School, University of Pennsylvania. Mr. Christensen is licensed as a Certified Public Accountant in the state of Idaho.

 Weiting 'Cathy' Feng — Chief Operating Officer — Ms. Feng was appointed as Chief Financial Officer of the Company in February 2016 and served in such capacity until April 2021, when she was appointed as Chief Operating Officer. In September 2024, Ms. Feng also resumed her role as Chief Financial Officer, a position she held until March 2025. She also served as a member of the Board of Directors from February 2016 until March 2025.

 As Chief Operating Officer, Ms. Feng oversees the Company's global operations, driving cross-departmental alignment and implementing strategies to improve operational efficiency, financial performance, and regulatory compliance. She is responsible for leading core business functions including commercial strategy, financial planning, marketing, human capital management, and technology integration. Under her leadership, the Company has expanded its operational capabilities across international markets and streamlined its organizational structure to support scalable growth. Ms. Feng plays a key role in supervising supplier relationships, optimizing cost structures, and ensuring the Company meets performance and compliance standards across multiple jurisdictions.

 Ms. Feng is also the Director of Etrader Enterprise Pty Ltd, an Australian technology consulting firm, since January 2014, and has served on the Board of Directors of Elray Resources Inc. (" Elray ") (OTC PINK:ELRA) since April 2015. Additional information regarding Elray, including certain historical regulatory matters, is disclosed under Mr. Goodman's biographical section and is incorporated by reference into Ms. Feng's biography for completeness.

 With over a decade of experience in the financial and operational domains of U.S. public companies, Ms. Feng has demonstrated expertise in financial reporting, SEC/FINRA compliance, budget planning, cost control, investor relations, and strategic problem-solving. She has successfully led the implementation of enterprise-wide financial systems and analytics tools to enhance reporting accuracy and support data-driven decision making.

 Ms. Feng obtained a Bachelor of Science degree from Fundan University in Shanghai, China and a Master of Commerce degree from the University of Sydney in Sydney, Australia.

 Zoran Milo evi — Chief Executive Officer of the MeridianBet Group— Mr. Milo evi has been with the MeridianBet Group since March 2003 (serving as an executive in various MeridianBet Group departments including: Marketing, Risk Management, Online Betting & Software Development) and became the Chief Executive Officer of the MeridianBet Group in 2008, including serving as Chief Executive Officer of certain of their subsidiaries, including Meridian Tech Dru tvo Sa Ograni enom Odgovorno u Beograd, a private limited company formed and registered in and under the laws of the Republic of Serbia (" Meridian Serbia "). Mr. Milo evi serves on the Board of numerous private companies, including each of the MeridianBet Group, My Best Odds, which is a Belgian entity, and Global Meridian Gaming N.V., which is a Curacao entity. Under his leadership, the MeridianBet Group expanded their brand portfolio and improved their market share in Europe, Africa, and Latin America, supplying services in over 30 different jurisdictions.

 Mr. Milo evi was a member of the Parliament of the Republic of Serbia from 1997 to 2001, a member of the Belgrade City Parliament from 2004 to 2008 and a Board Member of the Serbia National Lottery in 2012.

 Mr. Milo evi graduated from the University of Belgrade, in Belgrade Serbia, with a degree in Industrial Engineering.

 Sne ana Bo ovi — Chief Operating Officer of Meridian Serbia, Secretary of the MeridianBet Group, and Series C Preferred Company Director — Information regarding Ms. Bo ovi is set forth below under " Board of Directors ".

 Board of Directors

 Our current directors are as follows:

 Name of Director

 Age

 Position

 Date First

 Appointed as

 Anthony Brian Goodman

 President, Chief Executive Officer (Principal Executive Officer), Secretary, Treasurer, and Director

 February 2016

 William Scott

 Chairman (Series C Preferred Director)

 April 2024

 Thomas E. McChesney

 April 2020

 Murray G. Smith

 August 2020

 Sne ana Bo ovi

 Chief Operating Officer of Meridian Serbia and Company Director (Series C Preferred Director)

 January 2025

 Any vacancy occurring between stockholders' meetings in any of the Board of Directors positions not held by the Series C Preferred Director, discussed in greater detail under " Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters—Series C Preferred Stock ", including vacancies resulting from an increase in the number of Directors may be filled by the Board of Directors. A vacancy in the Series C Preferred Director position(s) may be filled by the affirmative vote of at least a majority of the then outstanding shares of Series C Preferred Stock. A Director elected to fill a vacancy shall hold office until the next annual stockholders' meeting.

 There is no arrangement or understanding between our directors and executive officers and any other person pursuant to which any director or officer was or is to be selected as a director or officer, and there is no arrangement, plan or understanding as to whether non-management stockholders will exercise their voting rights to continue to elect the current Board, except in connection with the rights of the holders of the Series C Preferred Stock, discussed in greater detail under " Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters—Series C Preferred Stock " and certain nomination and voting rights associated with a Nominating and Voting Agreement, discussed in greater detail under " Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters—Nominating and Voting Agreement ".

 There are also no arrangements, agreements or understandings to our knowledge between non-management stockholders that may directly or indirectly participate in or influence the management of our affairs, provided that we are party to a Day-to-Day Management Agreement with Zoran Milo evi (one of the Meridian Sellers), discussed in greater detail under " Item 13. Certain Relationships and Related Transactions, and Director Independence— Sale and Purchase Agreement of Share Capital and Related Transactions—Day-to-Day Management Agreement ".

 We have described the skills and experiences below that we believe will allow directors to provide critical insights on the Company's strategic imperatives and make significant contributions to board deliberations. In the matrix that follows, we have highlighted the skills and attributes of each director.

 Anthony Brian Goodman

 William
 Scott

 Sne ana
 Bo ovi

 Murray G.
 Smith

 Thomas E. McChesney

 Executive Leadership

 Financial Expertise / Investment

 Technology

 Cybersecurity

 Risk and Compliance

 Growth/Transformation

 Public Company Board Experience

 Legal, Regulatory and Public Policy

 Environmental

 Social

 Governance

 Global Operations

 Manufacturing/Supply Chain

 Strategic Planning

 Information regarding the members of the Board of Directors is provided below:

 Anthony Brian Goodman:
 President, Chief Executive Officer (Principal Executive Officer), Secretary, Treasurer, and Director Nominee

 Mr. Goodman was appointed as Chief Executive Officer and Chairman of the Board in February 2016. Mr. Goodman served as Chairman of the Board until April l, 2024, and continues to serve as Chief Executive Officer of the Company. Mr. Goodman is also currently Managing Director of Articulate Pty Ltd. an Australian technology and customer support company which he founded in January 1990. Mr. Goodman has served as Chief Executive Officer and director of Elray Resources, Inc. (OTC PINK:ELRA), which runs an online casino, a company which was previously reporting with the SEC until April 2019, since February 23, 2011. Mr. Goodman is also the managing member of two Nevada domiciled limited liability companies, (1) Luxor Capital LLC (which managing member position he has held since October 2015; and (2) Goodman Capital Group LLC (" Goodman "), a company that owns a family property in New York City (which entity's sole purpose is to hold title to such property). Mr. Goodman also serves as the managing director of Global Technology Group Pty Ltd, a position which he has held since September 2019. Since August 2024, Mr. Goodman has served as a director of Classics Holdings Co. Pty Limited (" Classics Holdings "), which entity the Company owns 100% of and Classics For a Cause Pty Limited, which entity is wholly-owned by Classics Holdings. Prior to immigrating to Australia, Mr. Goodman lived in South Africa where he served as VP of marketing and sales at Allergan Pharmaceuticals in South Africa from January 1982 to February 1984 and owned and operated a successful group of retail drug stores under the brand name Daelite Pharmacy Group from February 1984 to January 1990.

 Mr. Goodman is a qualified Pharmacist graduating from the University of Witwatersrand in Johannesburg, South Africa in 1981 with a Bachelor of Pharmacy degree and subsequently re-qualifying as a Pharmacist in Australia in 1989.

 In his more than 30 years of senior management and corporate roles, Mr. Goodman has established an international reputation for his expertise in the gaming industry and has a wide network of senior executive contacts in the industry as well as a keen insight into the development of the information technology (IT) industry as a whole. He has experience in senior corporate planning. His roles have been entrepreneurial and include CEO and senior management positions in smaller organizations, which he founded or in which he held equity, as well as multinational organizations. He has a successful track record of implementing comprehensive business and project plans, meeting deadlines and expense forecasts as well as exceeding projections.

 On September 30, 2016, the SEC instituted a cease-and-desist proceeding pursuant to Section 12C of the Exchange Act against Elray, in connection with an offer of settlement relating to an administrative proceeding previously brought against Elray. The administrative proceeding and settlement related to Elray's sale of common stock in unregistered offering transactions in January 2014, from August 2014 to October 2014, and from January 2015 to February 2015, which financing transactions required Elray to issue a significant number of its shares of outstanding common stock and for which Elray failed to file Current Reports on Form 8-K pursuant to the requirements of Item 1.01 and Item 3.02 thereof, in violation of Section 13(a) of the Exchange Act and Rules 13a-11, 13a-13 and 12b-20 thereunder. The administrative order required Elray to pay civil penalties of $50,000 to the SEC, which were timely paid. The administrative order and settlement only related to Elray and did not relate to, or implicate, Mr. Goodman (who serves as Chief Executive Officer and director of Elray) or Weiting 'Cathy' Feng (who served, and continues to serve, as a director of Elray).

 Director Qualifications: The Board has concluded that Mr. Goodman's significant experience in the gaming industry and knowledge of the Company's operations qualifies him for service as a member of the Board of Directors.

 William Scott (Chairman):
 Series C Preferred Stock Director

 Mr. Scott has served as a member of the Board of Directors, and as Chairman of the Board, since April 2024. Since June 2013, Mr. Scott has served as a director of Warrenside Limited – London, a gambling consultancy firm where he provides advisory services. From July 2004 to June 2013, Mr. Scott served as Vice President of Corporate Strategy and Vice President – Interactive, of GTECH (now IGT) London, a gaming and lottery technology provider where he served as a Vice President in the interactive division. From July 2002 to April 2004, Mr. Scott served as an advisor to ICW Holdings Limited – London, which is a power systems provider. From June 2000 to April 2002, Mr. Scott served as Finance Director of Coffee Republic plc London. Prior to that he held various finance, managerial and director roles in various industries including over 5 years at Arthur Andersen in the South Africa and the United Kingdom. Mr. Scott also currently serves on the Board of Directors of a number of private companies, mainly in the gaming industry, including Ithuba Holdings (RF)(Pty)Ltd, a lottery operator located in South Africa where he serves on both the Board of Directors and the Audit and Risk Committee of, Fincore Limited – London, a technology provider to the gambling industry and government/banks and Bildabet Technology Limited, a technology provider to the gambling industry. Mr. Scott also serves on the Board of Directors of a charity organization, Education Africa, as well as a "know your client"/anti-money laundering organization based in London, England. Mr. Scott also served as a member of the Board of Directors of Playgon Games Inc. (OTCMKTS:PLGNF), a licensor of digital content for the iGaming market, from October 2018 to May 2023. Mr. Scott is a member of the Chartered Accountants of South Africa. Mr. Scott obtained a Bachelor of Commerce degree from the University of Witwatersrand, in Johannesburg, South Africa, with Honors.

 Director Qualifications: The Board has concluded that Mr. Scott's experience in the gaming industry qualifies him for service as a member of the Board of Directors.

 Thomas E. McChesney:

 Mr. McChesney has extensive financial and entrepreneurial experience as an executive and board member in the financial services industry. Since May 2024, he has served on the Board of Directors of SWAG'R Inc., a private, early-stage technology company. From 1995 through March 2016, he served as a Director of TrueBlue Inc., a $2.3B revenue NYSE-listed enterprise (TBI), and is the former Chair of its Compensation Committee and former member of its Audit Committee.

 Mr. McChesney served as Senior Vice President and Syndicate Manager at Paulson Investment Company (" Paulson ") and was later appointed President of Paulson. He joined Paulson in 1980 and left in 1995 to join Blackwell Donaldson Company, where he served as Director of Investment Banking from 1998 to 2005. He also served as a director of Nations Express Incorporated from 2004 to 2009.

 Director Qualifications: The Board has concluded that Mr. McChesney's financial and entrepreneurial experience and history serving on public company boards of directors qualifies him for service as a member of the Board of Directors.

 Murray G. Smith:

 Mr. Smith is a licensed Certified Public Accountant in the State of Oregon, with over twenty-eight years' accounting and finance leadership experience. Mr. Smith is also a Certified Fraud Examiner. Mr. Smith has operated his own consulting practice focusing on financial process improvement, client training to perform accounting procedures, Sarbanes-Oxley compliance and internal audit outsourcing, MGS Consulting, LLC, since March 2008. Since June 2020, Mr. Smith has also served as President and Founder of Complete Freedom Beverage, LLC d/b/a Cascadia Can Company, an Aluminum can brokering and mobile canning service company. Mr. Smith served as the Divisional Chief Financial Officer and corporate controller of Craft Canning + Bottling, LLC, a wholly-owned subsidiary of Eastside Distilling, Inc. (NASDAQ:EAST), a Nasdaq company, from October 2016 to September 2020. From February 2018 to March 2019, Mr. Smith served as Chief Financial Officer of Genesis Financial, Inc. (an OTC listed company) in the financial technology space. He also served as the Chief Financial Officer for Jewett-Cameron Trading Company, Ltd. (NASDAQ:JCTCF), a Nasdaq company, from September 2009 to June 2015. Mr. Smith previously served as the Chief Financial Officer for Paulson Capital Corp. (NASDAQ:PLCC), a Nasdaq company, from 2006-2014 where he co-led a reverse merger transaction of the parent company, while navigating the regulatory hurdles of the SEC, Nasdaq & FINRA simultaneously spinning out the Broker-Dealer subsidiary to a new ownership group and creating a $10 Million liquidating trust. Mr. Smith's other previous employers have included positions with Intel Corporation (Accounting Management), Arthur Andersen (CPA and Consulting Services), and Allegheny Teledyne, Inc. (Internal Audit). He is a graduate of the University of Washington, with a Bachelor of Arts degree awarded in 1993 in Business Administration with a concentration in Accounting. Mr. Smith also previously held the following FINRA Licenses: Series 7, 27 and 66.

 Director Qualifications: The Board has concluded that Mr. Smith's accounting and finance leadership background and experience qualifies him for service as a member of the Board of Directors.

 Sne ana Bo ovi:
 Chief Operating Officer of Meridian Serbia and Company Director (Series C Preferred Director)

 Since May 2022, Ms. Bo ovi has served as the Chief Operating Officer of Meridian Serbia, overseeing Meridian Tech's financial strategy and managing budgets. Prior to that, Ms. Bo ovi held various other roles with Meridian Serbia, including from May 2018 to May 2022, serving as Chief Financial Officer; from March 2008 to May 2018, serving as General Director; from January 2006 to March 2008, serving as Financial Director; and from December 2003 to January 2006, serving as a betting shop manager/croupier. Ms. Bo ovi has also served as a Director of Meridian Tech since May 2022, as a General Director of Meridian Malta since May 2016, and as General Director of Fair Champions Meridian Ltd., a majority owned subsidiary of Meridian Gaming, since December 2015. Ms. Bo ovi received her bachelor's degree from the University Union in Belgrade, Serbia, in Business Management.

 Director Qualifications: We believe Ms. Bo ovi 's significant experience in the gaming industry will be beneficial to the Board of Directors.

 Qualifications of All Directors of the Board

 The Board believes that each of our directors is highly qualified to serve as a member of the Board. Each of the directors has contributed to the mix of skills, core competencies and qualifications of the Board. When evaluating candidates for election to the Board, the Board seeks candidates with certain qualities that it believes are important, including integrity, an objective perspective, good judgment, and leadership skills. Our directors are highly educated and have diverse backgrounds and talents and extensive track records of success in what we believe are highly relevant positions.

 Corporate Governance

 The Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the SEC and in other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations.

 Board Leadership Structure

 Our Board of Directors has the responsibility for selecting the appropriate leadership structure for the Company. In making leadership structure determinations, the Board of Directors considers many factors, including the specific needs of the business and what is in the best interests of the Company's stockholders.

 Our current leadership structure is comprised of a Chairman of the Board (Mr. William Scott) and a separate Chief Executive Officer ("CEO"), Mr. Anthony Brian Goodman. The Board of Directors believes that this leadership structure is the most effective and efficient for the Company at this time. The Board of Directors does not have a policy as to whether the Chairman should be an independent director, an affiliated director, or a member of management. Our Board of Directors believes that the Company's current leadership structure is appropriate because it effectively allocates authority, responsibility, and oversight between management (the Company's CEO, Mr. Goodman) and the members of our Board of Directors. It does this by giving primary responsibility for the operational leadership and strategic direction of the Company to its CEO, while enabling our Chairman to facilitate our Board of Directors' oversight of management, promote communication between management and our Board of Directors, and support our Board of Directors' consideration of key governance matters.

 The Board believes that its programs for overseeing risk, as described below, would be effective under a variety of leadership frameworks and therefore do not materially affect its choice of structure.

 The Board evaluates its structure periodically, as well as when warranted by specific circumstances, in order to assess which structure is in the best interests of the Company and its stockholders based on the evolving needs of the Company. This approach provides the Board appropriate flexibility to determine the leadership structure best suited to support the dynamic demands of our business.

 Risk Oversight

 Effective risk oversight is an important priority of the Board of Directors. Because risks are considered in virtually every business decision, the Board of Directors discusses risk throughout the year generally or in connection with specific proposed actions. The Board of Directors' approach to risk oversight includes understanding the critical risks in the Company's business and strategy, evaluating the Company's risk management processes, allocating responsibilities for risk oversight, and fostering an appropriate culture of integrity and compliance with legal responsibilities. The directors exercise direct oversight of strategic risks to the Company.

 The Board of Directors exercises direct oversight of strategic risks to the Company. The Audit Committee reviews and assesses the Company's processes to manage business and financial risk and financial reporting risk. It also reviews the Company's policies for risk assessment and assesses steps management has taken to control significant risks. The Compensation Committee oversees risks relating to compensation programs and policies. In each case management periodically reports to our Board or relevant committee, which provides guidance on risk assessment and mitigation. The Nominating and Corporate Governance Committee recommends the slate of director nominees for election to the Company's Board of Directors, identifies and recommends candidates to fill vacancies occurring between annual stockholder meetings, reviews, evaluates and recommends changes to the Company's Corporate Governance Guidelines, and establishes the process for conducting the review of the Chief Executive Officer's performance. (The Company's committees are described in greater detail below).

 While the Board and its committees oversee the Company's strategy, management is charged with its day-to-day execution. To monitor performance against the Company's strategy, the Board receives regular updates and actively engages in dialogue with management.

 Family Relationships

 There are no family relationships among our directors, executive officers, or persons nominated or chosen by the Company to become directors or executive officers.

 Other Directorships

 No directors of the Company are also directors of issuers with a class of securities registered under Section 12 of the Exchange Act or which otherwise are required to file periodic reports under the Exchange Act, except that Mr. Goodman is a director of Elray (as discussed above).

 Involvement in Certain Legal Proceedings

 To the best of our knowledge, none of our executive officers or directors have been involved in any of the following events during the past ten years, except as discussed under their biographical information, above: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being a named subject to a pending criminal proceeding (excluding traffic violations and minor offenses); (3) being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law; (5) being the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (i) any Federal or State securities or commodities law or regulation; (ii) any law or regulation respecting financial institutions or insurance companies, including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or (6) being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section (1a)(40) of the Commodity Exchange Act), or any equivalent exchange, association, entity, or organization that has disciplinary authority over its members or persons associated with a member.

 Board of Directors Meetings

 During the year ended December 31, 2024, the Board held two formal meetings of the Board, and took various actions via the unanimous written consents of the Board. All members of the Board of Directors attended at least 75 percent of the aggregate of (i) the total number of meetings of the Board of Directors held during the year ended December 31, 2024; and (ii) the total number of meetings held by all Committees of the Board of Directors on which he or she served during the year ended December 31, 2024. The Company held an annual meeting of stockholders on October 7, 2024 which was attended by each member of the Board of Directors of the Company. Each director of the Company is encouraged to be present at annual meetings of stockholders, at which all directors were present. Members of the Board of Directors are encouraged, but not required, to be present at annual meetings of stockholders, absent exigent circumstances that prevent their attendance. Where a director is unable to attend an annual meeting in person, but is able to do so by electronic conferencing, the Company will arrange for the director's participation by means where the director can hear, and be heard, by those present at the meeting.

 Board Committee Membership

 Our Board of Directors has three standing committees: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. All three committees are composed solely of independent directors. You can review the charters for our standing committees by accessing our public filings at the SEC's website at www.sec.gov (as discussed below) or on our website at

 The current members of the committees of our Board of Directors are as follows:

 Independent

 Audit
 Committee

 Compensation Committee

 Nominating and Corporate
 Governance
 Committee

 Anthony Brian Goodman

 William Scott (1)

 M

 C

 Thomas E. McChesney

 M

 C

 M

 Murray G. Smith

 C

 M

 Sne ana Bo ovi

 (1) Chairman of Board of Directors.
 C - Chairman of Committee.
 M - Member.

 Each of these committees has the duties described below and operates under a charter that has been approved by our Board of Directors.

 Audit Committee

 Nasdaq listing standards and applicable SEC rules require that the Audit Committee of a listed company be comprised solely of independent directors. We have established an Audit Committee of the Board of Directors, which currently consists of Thomas E. McChesney, Murray G. Smith and William Scott. Each member of the Audit Committee meets the independent director standard under Nasdaq's listing standards and under Rule 10A-3(b)(1) of the Exchange Act. Each member of the Audit Committee is financially literate.

 The Audit Committee has been established by the Board to oversee our accounting and financial reporting processes and the audits of our financial statements.

 The Board has selected the members of the Audit Committee based on the Board's determination that the members are financially literate and qualified to monitor the performance of management and the independent auditors and to monitor our disclosures so that our disclosures fairly present our business, financial condition and results of operations.

 The Board has also determined that Mr. Smith is an " audit committee financial expert " (as defined in the SEC rules) because he has the following attributes: (i) an understanding of generally accepted accounting principles in the United States of America (" GAAP ") and financial statements; (ii) the ability to assess the general application of such principles in connection with accounting for estimates, accruals and reserves; (iii) experience analyzing and evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by our financial statements; (iv) an understanding of internal control over financial reporting; and (v) an understanding of audit committee functions. Mr. Smith has acquired these attributes by means of having held various positions that provided relevant experience, as described in his biographical above.

 The Audit Committee has the sole authority, at its discretion and at our expense, to retain, compensate, evaluate and terminate our independent auditors and to review, as it deems appropriate, the scope of our annual audits, our accounting policies and reporting practices, our system of internal controls, our compliance with policies regarding business conduct and other matters. In addition, the Audit Committee has the authority, at its discretion and at our expense, to retain special legal, accounting or other advisors to advise the Audit Committee. The Audit Committee is also tasked with reviewing related party transactions.

 The Audit Committee's responsibilities also include (1) reviewing the disclosures made by the Chief Executive Officer and the Chief Financial Officer in connection with their required certifications accompanying the Company's periodic reports to be filed with the SEC, including disclosures to the Committee of (a) significant deficiencies in the design or operation of internal controls, (b) significant changes in internal controls, and (c) any fraud involving management or other employees who have a significant role in the Company's internal controls; (2) reviewing and discussing the Company's quarterly financial results and related press releases, if any, with management and the independent auditors prior to the release of such information to the public; (3) reviewing with the management the proposed scope and plan for conducting internal audits of Company operations and obtaining reports of significant findings and recommendations, together with management's corrective action plans; (4) seeking to ensure the corporate audit function has sufficient authority, support and access to Company personnel, facilities and records to carry out its work without restrictions or limitations; (5) reviewing the corporate audit function of the Company, including its charter, plans, activities, staffing and organizational structure; (6) reviewing progress of the internal audit program, key findings and management's action plans to address findings; (7) periodically reviewing the Company's policies with respect to legal compliance, conflicts of interest and ethical conduct; (8) seeking to ensure the adequacy of procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting control or auditing matters, including the confidential submission of complaints by employees regarding such matters; and (9) recommending to the Board any changes in ethics or compliance policies that the Committee deems appropriate.

 The Audit Committee Charter is filed as Exhibit 99.2 to the Company's Current Report on Form 8 K which the Company filed with the Securities and Exchange Commission on August 27, 2020.

 Compensation Committee

 The Compensation Committee, which is comprised exclusively of independent directors, is responsible (together with the Board) for the administration of our stock compensation plans, approval, review and evaluation of the compensation arrangements for our executive officers and directors, and oversees and advises the Board on the adoption of policies that govern the Company's compensation and benefit programs. In addition, the Compensation Committee has the authority, at its discretion and at our expense, to retain special legal, accounting or other advisors to advise the Compensation Committee.

 Specifically, the principal responsibilities and functions of the Compensation Committee are as follows: (1) review the competitiveness of the Company's executive compensation programs to ensure (a) the attraction and retention of executives, (b) the motivation of executives to achieve the Company's business objectives, and (c) the alignment of the interests of key leadership with the long-term interests of the Company's stockholders. Assist the Board of Directors in establishing CEO annual goals and objectives; (2) review trends in executive compensation, oversee the development of new compensation plans, and, when necessary, approve the revision of existing plans; (3) review and approve the compensation structure for executives; (4) oversee an evaluation of the performance of the Company's executive officers and approve the annual compensation, including salary, bonus, incentive and equity compensation, for the executive officers. Review and approve compensation packages for new executive officers and termination packages for executive officers; (5) review and make recommendations concerning long-term incentive compensation plans, including the use of equity-based plans; (6) periodically review the compensation paid to non-employee directors and make recommendations to the Board for any adjustments. No member of the Committee will act to fix his or her own compensation except for uniform compensation to directors for their services as a director; (7) review periodic reports from management on matters relating to the Company's compensation practices; (8) produce an annual report of the Compensation Committee on executive compensation for the Company's annual Proxy Statement in compliance with and to the extent required by applicable SEC rules and regulations and any relevant listing authority; (9) obtain or perform an annual evaluation of the Committee's performance and make applicable recommendations about, among other things, changes to the charter of the Committee; and (10) take other actions that the Board shall reasonably request.

 The Compensation Committee Charter is filed as Exhibit 99.3 to the Company's Current Report on Form 8-K which the Company filed with the Securities and Exchange Commission on August 27, 2020.

 Compensation Committee Interlocks and Insider Participation

 As described above, the current members of the Compensation Committee are independent members of our Board of Directors. No member of the Compensation Committee is an employee or a former employee of the Company. During fiscal 2024, none of our executive officers served on the Compensation Committee (or its equivalent) or Board of Directors of another entity whose executive officer served on our Compensation Committee. Accordingly, the Compensation Committee members have no interlocking relationships required to be disclosed under SEC rules and regulations.

 Nominating and Governance Committee

 The Nominating and Governance Committee, which is comprised exclusively of independent directors, is responsible for identifying prospective qualified candidates to fill vacancies on the Board, recommending director nominees (including chairpersons) for each of our committees, developing and recommending appropriate corporate governance guidelines and overseeing the self-evaluation of the Board.

 In considering individual director nominees and Board committee appointments, our Nominating and Governance Committee seeks to achieve a balance of knowledge, experience and capability on the Board and Board committees and to identify individuals who can effectively assist the Company in achieving our short-term and long-term goals, protecting our stockholders' interests and creating and enhancing value for our stockholders. In so doing, the Nominating and Governance Committee considers a person's attributes (e.g., professional experiences, skills, and background) as a whole and does not necessarily attribute any greater weight to one attribute. Moreover, professional experience, skills and background, are just a few of the attributes that the Nominating and Governance Committee takes into account. In evaluating prospective candidates, the Nominating and Governance Committee also considers whether the individual has personal and professional integrity, good business judgment and relevant experience and skills, and whether such individual is willing and able to commit the time necessary for Board and Board committee service.

 While there are no specific minimum requirements that the Nominating and Governance Committee believes must be met by a prospective director nominee, the Nominating and Governance Committee does believe that director nominees should possess personal and professional integrity, have good business judgment, have relevant experience and skills, and be willing and able to commit the necessary time for Board and Board committee service. Furthermore, the Nominating and Governance Committee evaluates each individual in the context of the Board as a whole, with the objective of recommending individuals that can best perpetuate the success of our business and represent stockholder interests through the exercise of sound business judgment using their experience in various areas. We believe our current directors possess diverse professional experiences, skills and backgrounds, in addition to (among other characteristics) high standards of personal and professional ethics, proven records of success in their respective fields and valuable knowledge of our business and our industry.

 The Nominating and Governance Committee uses a variety of methods for identifying and evaluating director nominees. The Nominating and Governance Committee also regularly assesses the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or other circumstances. In addition, the Nominating and Governance Committee considers, from time to time, various potential candidates for directorships. Candidates may come to the attention of the Nominating and Governance Committee through current Board members, professional search firms, stockholders or other persons. These candidates may be evaluated at regular or special meetings of the Nominating and Governance Committee and may be considered at any point during the year.

 The Committee evaluates director nominees at regular or special Committee meetings pursuant to the criteria described above and reviews qualified director nominees with the Board. The Committee selects nominees that best suit the Board's current needs and recommends one or more of such individuals for election to the Board.

 The Committee will consider candidates recommended by stockholders, provided the names of such persons, accompanied by relevant biographical information, and other information as required by the Company's Bylaws, are properly submitted in writing to the Secretary of the Company in accordance with the Bylaws and applicable law. The Secretary will send properly submitted stockholder recommendations to the Committee. Individuals recommended by stockholders in accordance with these procedures will receive the same consideration received by individuals identified to the Committee through other means. The Committee also may, in its discretion, consider candidates otherwise recommended by stockholders without accompanying biographical information, if submitted in writing to the Secretary.

 The Nominating and Governance Committee Charter is filed as Exhibit 99.4 to the Company's Current Report on Form 8-K which the Company filed with the Securities and Exchange Commission on August 27, 2020.

 Controlled Company Status

 Because Aleksandar Milovanovi and the other Meridian Sellers control a majority of our outstanding voting power, we are a " controlled company " under Nasdaq Marketplace Rules. Therefore, we are not required to have a majority of our board of directors be independent, nor are we required to have a compensation committee or an independent nominating function. We have nevertheless opted to meet the requirements under the Nasdaq listing rules for smaller reporting companies, such as the Company, which requires a board of directors be comprised of a majority of independent directors and to have a compensation, nominating and governance committee comprised of independent directors, as more fully described herein.

 Website Availability of Documents

 The charters of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee and our Code of Business Conduct and Ethics can be found on our website at  Unless specifically stated herein, documents and information on our website are not incorporated by reference in this Report.

 Stockholder Communications with the Board of Directors

 In connection with all other matters other than the nomination of members of our Board of Directors (as described above), our stockholders and other interested parties may communicate with members of the Board of Directors by submitting such communications in writing to our Secretary, 3651 Lindell Road, Suite D131, Las Vegas, Nevada 89103, who, upon receipt of any communication other than one that is clearly marked " Confidential, " will note the date the communication was received, open the communication, make a copy of it for our files and promptly forward the communication to the director(s) to whom it is addressed. Upon receipt of any communication that is clearly marked " Confidential, " our Secretary will not open the communication, but will note the date the communication was received and promptly forward the communication to the director(s) to whom it is addressed. If the correspondence is not addressed to any particular member of the Board of Directors, the communication will be forwarded to a Board member to bring to the attention of the Board.

 Executive Sessions of the Board of Directors

 The independent members of our Board of Directors meet in executive session (with no management directors or management present) from time to time. The executive sessions include whatever topics the independent directors deem appropriate.

 Potential Conflicts of Interest

 Although Mr. Goodman and Ms. Feng work with other technology companies, and we do not have written procedures in place to address conflicts of interest that may arise between our business and the future business activities of Mr. Goodman and Ms. Feng, except as described in greater detail below under "Item 13. Certain Relationships and Related Transactions, and Director Independence—Related Party Transaction Policy", we do adhere to requirements that any deemed conflict is discussed at Board of Director meetings and with the Company's legal counsel.

 Code of Business Conduct and Ethics

 On August 13, 2020, the Company's Board of Directors adopted a Code of Business Conduct and Ethics. The Code of Business Conduct and Ethics applies to all officers, directors and employees and includes compliance and reporting requirements, procedures for conflicts of interest, public disclosures, requirements for the compliance with laws, rules and regulations and requirements relating to employment practices, duties relating to corporate opportunities, confidentiality, fair dealing, and the use of Company assets.

 We intend to disclose any amendments or future amendments to our Code of Business Conduct and Ethics and any waivers with respect to our Code of Business Conduct and Ethics granted to our principal executive officer, our principal financial officer, or any of our other employees performing similar functions on our corporate website within four business days after the amendment or waiver. In such case, the disclosure regarding the amendment or waiver will remain available on our website for at least 12 months after the initial disclosure. There have been no waivers granted with respect to our Code of Business Conduct and Ethics to any such officers or employees to date.

 Policy on Equity Ownership

 The Company does not have a policy on equity ownership at this time.

 Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 ("Dodd-Frank")

 Dodd-Frank requires public companies to provide stockholders with an advisory vote on compensation of the most highly compensated executives, which are sometimes referred to as " say on pay, " as well as an advisory vote on how often the company will present say on pay votes to its stockholders. The Company's stockholders voted on say-on-pay matters in 2022 and approved a three year-frequency for future " say on pay " votes, with the next such vote expected to be held at the Company's 2025 annual meeting.

 Compensation Recovery and Clawback Policies

 Under the Sarbanes-Oxley Act of 2002 (the " Sarbanes-Oxley Act "), in the event of misconduct that results in a financial restatement that would have reduced a previously paid incentive amount, we can recoup those improper payments from our Chief Executive Officer and Chief Financial Officer (if any).

 On September 22, 2023, the Board of Directors of the Company approved the adoption of a Policy for the Recovery of Erroneously Awarded Incentive Based Compensation (the " Clawback Policy "), with an effective date of October 2, 2023, in order to comply with the final clawback rules adopted by the SEC under Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (" Rule 10D-1 "), and the listing standards, as set forth in the Nasdaq Listing Rule 5608 (the " Final Clawback Rules ").

 The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from current and former executive officers as defined in Rule 10D-1 (" Covered Officers ") of the Company in the event that the Company is required to prepare an accounting restatement, in accordance with the Final Clawback Rules. The recovery of such compensation applies regardless of whether a Covered Officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement. Under the Clawback Policy, the Board of Directors may recoup from the Covered Officers erroneously awarded incentive compensation received within a lookback period of the three completed fiscal years preceding the date on which the Company is required to prepare an accounting restatement.

 Insider Trading/Anti-Hedging Policies

 The Company has an insider trading policy governing the purchase, sale and other dispositions of the Company's securities that applies to all Company personnel, including directors, officers, employees, and other covered persons. The Company also plans to follow procedures for the repurchase of any shares of its securities. The Company believes that its insider trading policy and planned repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.

 To ensure compliance with the policy and applicable federal and state securities laws, all individuals subject to the policy must refrain from the purchase or sale of our securities except in designated trading windows or pursuant to preapproved 10b5-1 trading plans. The policy also prohibits the unauthorized disclosure of any nonpublic information acquired in the workplace and the misuse of material nonpublic information in securities trading and includes specific anti-hedging provisions.

 Pursuant to the anti-hedging provisions, the Company prohibits executive officers, directors, and employees from engaging in transactions involving derivative securities, such as put and call options, and short sales, that could generate profit from a decline in the Company's stock price. While other hedging transactions are not outright banned, they are strongly discouraged as they may misalign the interests of Company insiders with shareholders and encourage excessive risk-taking.

 The above anti-hedging restriction does not however apply to stock options granted by the Company, nor does it apply to using Company securities for option exercises or tax payments in transactions directly with the Company.

 The Company also prohibits holding Company securities in a margin account or pledging Company securities as collateral for a loan unless the pledgor has the clear financial capability to repay the loan without resort to the pledged securities.

 A copy of the Company's insider trading policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2024.

 Rule 10b5-1 Trading Plans

 Our executive officers and directors are encouraged to conduct purchase or sale transactions under a trading plan established pursuant to Rule 10b5-1 under the Exchange Act. Through a Rule 10b5-1 trading plan, the executive officer or director contracts with a broker to buy or sell shares of our common stock on a periodic basis. The broker then executes trades pursuant to parameters established by the executive officer or director when entering into the plan, without further direction from them. The executive officer or director may amend or terminate the plan in specified circumstances.

 Policy on Timing of Award Grants

 The Compensation Committee and the Board have not established policies and practices (whether written or otherwise) regarding the timing of option grants, stock appreciation rights and similar awards, or other awards, in relation to the release of material nonpublic information ("MNPI") and do not take MNPI into account when determining the timing and terms of stock option or other equity awards to executive officers, provided that we do not currently grant stock options to employees or executives. The Company does not time the disclosure of MNPI, whether positive or negative, for the purpose of affecting the value of executive compensation.

 Delinquent Section 16(a) Reports

 Section 16(a) of the Exchange Act requires our directors and officers, and persons who beneficially own more than 10% of a registered class of the Registrant's equity securities, to file reports of beneficial ownership and changes in beneficial ownership of our securities with the SEC on Forms 3, 4 and 5. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

 Based solely upon our review of the Section 16(a) filings that have been furnished to us and filed publicly, we believe that during the year ended December 31, 2024, that no director, executive officer, or beneficial owner of more than 10% of our common stock failed to file a report on a timely basis, except that Anthony Brian Goodman, our Chief Executive Officer and director, and greater than 10% shareholder, failed to timely report two transactions and as a result, one Form 4 was untimely filed; Weiting 'Cathy' Feng, our Chief Operating Officer (former director and former Chief Financial Officer), failed to timely report three transactions, and as a result two Form 4s were untimely filed; Aleksandar Milovanovi, a greater than 10% shareholder of the Company, failed to timely report nine transactions, and as a result four Form 4s were untimely filed; Sne ana Bo ovi, the Chief Operating Officer of Meridian Serbia, Secretary of the MeridianBet Group, and Company Director, failed to timely report one transaction, and as a result, one Form 4 was untimely filed; Philip Moyes, our former director, failed to timely report two transactions, and as a result, one Form 4 was untimely filed; and each of Thomas McChesney and Murray Smith, members of our Board of Directors, failed to timely report two transactions, and as a result each failed to timely file one Form 4.

 ITEM 15. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES

 (a)

 No financial statement or supplemental data are filed with this Amendment No. 2 to Form 10-K. See Index to Financial Statements and Supplemental Data of the Original Form 10-K.

 (b) Exhibits

 The exhibits required to be filed by Item 15 are set forth in, and filed with or incorporated by reference in, the "Exhibit Index" of the Original Form 10-K. The attached list of exhibits in the "Exhibit Index" sets forth the additional exhibits required to be filed with this Amendment No. 2 and is incorporated herein by reference in response to this item.

 Exhibit
 Number

 Description

 31.5*

 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act

 31.6*

 Certification of Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act

 101.INS

 101.SCH

 *

 Filed herewith.

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 Golden Matrix Group, Inc.

 Date: April 30, 2025

 /s/ Anthony Brian Goodman

 By:

 Anthony Brian Goodman,
 Chief Executive Officer
 (Principal Executive Officer)


UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549

 FORM 10-K/A
 Amendment No. 1

 (Mark One)

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

 For the fiscal year ended: December 29, 2024

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

 Commission file number: 333-233233

 BT BRANDS, INC.

 (Exact name of registrant as specified in its charter)

 Wyoming

 90-1495764

 (State or other jurisdiction
 of incorporation or organization)

 (I.R.S. Employer Identification No.)

 10501 Wayzata Blvd S
 Suite 102
 Minnetonka, MN 55305

 55305

 (Address of registrant's principal executive offices)

 (Zip Code)

 Securities registered under Section 12(b) of the Exchange Act

 Title of Each Class

 Trading Symbol(s)

 Name of Each Exchange on Which Registered

 Common Stock, $0.002 par value

 BTBD

 The NASDAQ Stock Market LLC

 Warrant to Purchase Common Stock

 BTBDW

 The NASDAQ Stock Market LLC

 Registrant's telephone number, including area code: ( 307) 274-3055

 Securities registered under Section 12(b) of the Exchange Act:

 None
 Securities registered under Section 12(g) of the Exchange Act:

 Common Stock, par value $0.002 per share
 (Title of Class)

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

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

 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

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

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 17(a)(2)(B) of the Securities Act.

 Indicate by check mark whether the registrant has filed a report on an attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

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

 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 As of June 30, 2024, the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was $ 8,079,516.

 At March 15, 2025, there were 6,154,724 shares of common stock outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE

 None

 EXPLANATORY NOTE

 BT Brands, Inc. (the "Company") is filing this Amendment No. 1 ("Amendment No. 1") to its Annual Report on Form 10-K for the fiscal year ended December 29, 2024 originally filed with the Securities and Exchange Commission on March 31, 2025 (the "Original Filing"), solely to correct typographical and numerical presentation errors identified in the financial statements filed with the Original Filing (the "Financial Statements").

 The revisions to the Original Filing encompass the following items in the Financial Statements:

 1.CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

 Correction of Presentation Related to Treasury Shares

 In the Original Filing, a typographical error within the row titled "treasury stock purchases" resulted in the omission of parentheses intended to indicate a subtraction of 91,394 treasury shares from the total outstanding shares as of December 29, 2024. The number of shares outstanding on the consolidated statement of shareholders' equity, therefore, was incorrect. The correct number of 6,154,724 shares outstanding was disclosed on the consolidated balance sheets and is unchanged; the absence of parentheses may have caused confusion regarding whether the treasury shares had been deducted.

 The corrected Consolidated Statement of Shareholders' Equity has been revised as follows:

 Total Shares outstanding at December 31, 2023:

 6,246,118

 Reported

 Less: Treasury Shares purchased in 2024:

 (91,394

)

 Corrected

 Shares Outstanding at December 29, 2024:

 6,154,724

 Corrected

 This correction is presentational only and does not affect any financial amounts on the consolidated statements, loss per share calculations, or other disclosures in the Original Filing.

 2. BALANCE SHEET

 Correction to Number of Shares Issued

 Additionally, the Company is revising the previously reported number of issued shares presented within the caption for common stock as issued on the consolidated balance sheet, decreasing the number of issued shares by 606 shares at the end of fiscal 2023 and 2024. The Original Filing incorrectly reported 6,461,724 shares issued; the correct number of 6,461,118 shares is reflected in this Amendment No. 1. This correction reflects the accurate total number of shares issued per the transfer agent's records. This correction does not impact any previously reported financial results, loss per share, or cash flow information.

 Given that the corrections to the financial statements filed with the Original Filing outlined above do not impact any previously reported financial results, loss per share, or cash flow information, we are not filing the corrected financial statements with this Amendment No. 1.

 This Amendment speaks as of the filing date of the Original Filing and does not reflect events occurring after the filing date of the Original Filing or modify or update any disclosures that may be affected by subsequent events. Except as described above, no other changes have been made to the Original Filing. Among other things, forward-looking statements made in the Original Filing have not been revised to reflect subsequent events that occurred or facts that became known to us after the filing of the Original Filing, and such forward-looking statements should be read in their historical context. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing.

 Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are filed with this Amendment. Paragraphs 3, 4, and 5 of the certifications have been omitted since no financial statements have been included in this Amendment and it does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K.

 Item 15. Exhibits, Financial Statement Schedules.

 (3) Exhibits

 Exhibit
 Number

 Description

 31.1

 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.

 31.2

 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 BT BRANDS, INC.

 Date: May 1, 2025

 By:

 /s/ Gary Copperud

 Chief Executive Officer and Director
 (Principal Executive Officer)

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

 Signature

 Capacity

 Date

 By

 /s/ Gary Copperud

 Chief Executive Officer and Director
 (Principal Executive Officer)

 By:

 /s/ Kenneth Brimmer

 Chief Operating Officer, Chief Financial Officer, (Principal Financial Officer and Principal Accounting Officer and Chairman)

 By:

 /s/ Allan Anderson

 Director

 By:

 /s/ Fred Croci

 Director

 By:

 /s/ Terri Tochihara-Dirks

 Director