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SEC Comment Letter for Golden Matrix Group, Inc. (GMGI) (CIK 0001437925) (MRDN) — Feb 24, 2014

Golden Matrix Group, Inc. (GMGI) (CIK 0001437925)
Date: Feb. 24, 2014 · CIK: 0001437925 · Accession: 0000000000-14-009136

AI Filing Summary & Sentiment

File numbers found in text: 000-54840

Date
July 31, 2013
Author
/s/Tia L. Jenkins
Form
UPLOAD
Company
Golden Matrix Group, Inc. (GMGI) (CIK 0001437925)

Letter

February 24 , 2014 Via U.S. Mail Dhugald Pinchin Chief Executive Officer Source Gold Corp. 1155 Camino Del Mar #162 Del Mar, CA 92014

Re: Source Gold Corp. Form 10-K for the Fiscal Year Ended July 31, 2013 Filed December 4 , 2013 File No. 000-54840

Dear Mr. Pinchin :

We have reviewed your filing and have the following comments . In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days , by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in response to these comments, we may hav e additional comments.

Form 10 -K for the Year Ended July 31, 2013 Report of Indepen dent Registered Public Accounting Firm

1. It appears that your current auditors are opining only on the financial statements for the year ended July 31, 2013 and are referring to the work of predecessor auditors for the audits of prior periods. In addition, the audit report does not address the cumulative period from June 4, 2008 (inception) t hrough July 31, 2013 . Please amend your Form 10-K, specifically the entire Item 8 , to include the fo llowing:  a revised audit report from the current auditors t hat include s an opinion on the cumulative period from June 4, 2008 (inception) through July 31, 2013 and remove s the reference to the year ended July 31, 2012 from the opinion paragraph ,  a reissued audit report from the predecessor auditor for the year ended July 31, 2012 , and  updated Exhibit 31 certifications as a result of t he amended annual report .

Dhugald Pinchin Source Gold Corp. February 2 4, 2014 Page 2

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclos ures they have made.

In responding to our comments, please provide a written statement from the company acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

 the c ompany may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

You may contact Brian McAllister at (202) 551 -3341 or Nasreen Mohammed, Ass istant Chief Accountant, at (202) 551 -3871 i f you have questions regarding comments on the financial statements and related matters. Please contact me at (202) 551 -3871 with any other questions.

Sincerely,
/s/Tia L. Jenkins

Show Raw Text
February 24 , 2014

Via U.S. Mail
Dhugald Pinchin
Chief Executive Officer
Source Gold Corp.
1155 Camino Del Mar #162
Del Mar, CA 92014

 Re:  Source Gold Corp.
  Form 10-K for the Fiscal Year Ended July 31, 2013
  Filed December 4 , 2013
  File No. 000-54840

Dear Mr. Pinchin :

We have reviewed your filing  and have the following comments . In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days , by providing the requested
information, or by advising us when you will provide the requested response. If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

 After reviewing any  amendment to your filing and the information you provide in
response to these comments, we may hav e additional comments.

Form 10 -K for the Year Ended July 31, 2013
Report of Indepen dent Registered Public Accounting Firm

1. It appears that your current auditors are opining only on the financial statements for the
year ended July 31, 2013 and are referring to the work of predecessor auditors for the
audits of prior periods.   In addition, the audit report does not address the cumulative
period from June 4, 2008 (inception) t hrough  July 31, 2013 .  Please amend your Form
10-K, specifically the entire Item 8 , to include the fo llowing:
 a revised audit report  from the current auditors t hat include s an opinion on the
cumulative period from June 4, 2008 (inception) through July 31, 2013 and remove s
the reference to the year ended July 31, 2012  from the opinion paragraph ,
 a reissued  audit report  from the predecessor auditor  for the year ended July 31, 2012 ,
and
 updated Exhibit 31 certifications as a result of t he amended annual report .

Dhugald Pinchin
Source Gold Corp.
February 2 4, 2014
Page 2

 We urge all persons who are responsible for the accuracy and  adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require. Since the company and its management are
in possession of all facts relating  to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclos ures they have made.

In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the c ompany may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Brian McAllister at (202) 551 -3341  or Nasreen Mohammed, Ass istant
Chief Accountant, at (202) 551 -3871 i f you have questions regarding comments on the financial
statements and related matters.   Please contact me at (202) 551 -3871 with any other questions.

Sincerely,

/s/Tia L. Jenkins

Tia L. Jenkins
Senior Assistant Chief Accountant
Offic e of Beverages, Apparel, and
Mining