UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)

 

Golden Matrix Group Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

381098300

(CUSIP Number)

 

June 30, 2020

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

  Rule 13d-1(b)

  Rule 13d-1(c)

  Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 

 

 

CUSIP No. 381098300 13G/A Page 2 of 8

 

1

NAMES OF REPORTING PERSONS

 

DTMFS LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

 

(a)           

(b)          

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH:

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

881,6641

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

881,6641

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

881,6641

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

  

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.6%

12

TYPE OF REPORTING PERSON (see instructions)

 

PN

       

 

1 Following the Registrant’s 1-for-150 reverse stock split announced by the Registrant on April 27, 2020, and which the Registrant has disclosed went effective on June 26, 2020.

 
 

 

 

CUSIP No. 381098300 13G/A Page 3 of 8

 

1

NAMES OF REPORTING PERSONS

 

DTMFS Management LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

 

(a)          

(b)          

3 SEC USE ONLY
 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH:

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

881,6641

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

881,6641

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

881,6641

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

  

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.6%

12

TYPE OF REPORTING PERSON (see instructions)

 

PN

       

 

1 Following the Registrant’s 1-for-150 reverse stock split announced by the Registrant on April 27, 2020, and which the Registrant has disclosed went effective on June 26, 2020.

 
 

 

 

CUSIP No. 381098300 13G/A Page 4 of 8

 

1

NAMES OF REPORTING PERSONS

 

Brian Herman

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

 

(a)          

(b)          

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

UNITED STATES

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH:

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

881,6641

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

881,6641

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

881,6641

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.6%

12

TYPE OF REPORTING PERSON (see instructions)

 

IN

       

 

1 Following the Registrant’s 1-for-150 reverse stock split announced by the Registrant on April 27, 2020, and which the Registrant has disclosed went effective on June 26, 2020.

 

 

 

 
 

 

 

CUSIP No. 381098300 13G/A Page 5 of 8

 

Item 1. Security and Issuer.

 

Golden Matrix Group, Inc., a Nevada corporation (the “Issuer” or “Registrant”). The Issuer’s principal executive office is 3651 Lindell Road, Suite D131, Las Vegas, NV 89103.

 

Item 2. Identity and Background.

 

(a) Name of Person Filing.

 

This Amendment No. 2 on Schedule 13G is being filed jointly by DTMFS LP (the “Partnership”), DTMFS Management LLC (the “Management Company”) and Mr. Brian Herman (“Mr. Herman”) and collectively, the “Reporting Persons”.

 

This Amendment amends the information contained in the Schedule 13G filed by the Reporting Persons on June 27, 2018, as amended by the Amendment No. 1 thereto, filed on June 2, 2020.

 

(b) Address of Principal Business office.

 

The address of the principal business office of each of the Reporting Persons is 327 Seneca Lane, Boca Raton, Florida 33487.

 

(c) Citizenship.

 

The Partnership is a Delaware limited partnership, the Management Company is a Delaware limited liability company and Mr. Herman is a U.S. citizen residing in the State of Florida.

 

(d) Title of Class of Securities.

 

Common stock, par value $0.00001.

 

(e) CUSIP Number.

 

381098300.

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

 

(a) Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c) Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d) Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

(e) An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f) An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g) A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

 
 

 

CUSIP No. 381098300 13G/A Page 6 of 8

 

(h) A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i) A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j) A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

 

Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:________________________________________

 

Item 4. Ownership

 

A.       DTMFS LP

 

(a)       

DTMFS LP may be deemed to beneficially own 881,664 shares of the Issuer’s common stock.

 

(b)       

The number of shares DTMFS LP may be deemed to beneficially own constitutes approximately 4.6% of the Issuer’s outstanding shares of common stock.

 

(c)       

Number of shares as to which such person has:

 

(i)       sole power to vote or to direct the vote: 0

 

(ii)       shared power to vote or to direct the vote: 881,664

 

(iii)       sole power to dispose or to direct the disposition of: 0

 

(iv)       shared power to dispose or to direct the disposition of: 881,664

 

B.       DTMFS MANAGEMENT LLC

 

(a)       

DTMFS MANAGEMENT LLC may be deemed to beneficially own 881,664 shares of the Issuer’s common stock.

 

(b)       

The number of shares DTMFS MANAGEMENT LLC may be deemed to beneficially own constitutes approximately 4.6% of the Issuer’s outstanding shares of common stock.

 

(c)       

Number of shares as to which such person has:

 

(i)       sole power to vote or to direct the vote: 0

 

(ii)       shared power to vote or to direct the vote: 881,664

 

(iii)       sole power to dispose or to direct the disposition of: 0

 

(iv)       shared power to dispose or to direct the disposition of: 881,664

 

 

 
 

 

 

CUSIP No. 381098300 13G/A Page 7 of 8

 

C.       Brian Herman

 

(a)       

Mr. Herman may be deemed to beneficially own 881,664 shares of the Issuer’s common stock.

 

(b)       

The number of shares Mr. Herman may be deemed to beneficially own constitutes approximately 4.6% of the Issuer’s outstanding shares of common stock.

 

(c)       

Number of shares as to which such person has:

 

(i)       sole power to vote or to direct the vote: 0

 

(ii)       shared power to vote or to direct the vote: 881,664

 

(iii)       sole power to dispose or to direct the disposition of: 0

 

(iv)       shared power to dispose or to direct the disposition of: 881,664

 

Item 5. Ownership of Five Percent or Less of a Class

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [x]

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person

 

Not applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

Not applicable.

 

Item 8. Identification and Classification of Members of the Group

 

Not applicable.

 

Item 9. Notice of Dissolution of Group

 

Not applicable.

 

Item 10. Certification

 

By signing below each of the undersigned certify that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 
 

 

CUSIP No. 381098300 13G/A Page 8 of 8

 

SIGNATURES

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

 

Dated: July 10, 2020

 

 DTMFS LP, a Delaware limited partnership    DTMFS MANAGEMENT LLC, a Delaware limited liability company 
           

By: DTMFS Management LLC, a Delaware limited liability

company, the General Partner of DTMFS LP, a Delaware limited

partnership

       
           
             
By: /s/ Brian Herman   By: /s/ Brian Herman  
Name: Brian Herman   Name: Brian Herman  
Title: Managing Member   Title: Managing Member  
           
           
BRIAN HERMAN        
           
/s/ Brian Herman         
           
             

 

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