SecProbe.io

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 gmgi_8k.htm Golden Matrix Group, Inc. June 20, 2025 VIA EDGAR Division of Corporate Finance Office of Technology U.S. Securities and Exchange Commission Washington D.C. 20549 Re: Golden Matrix Group, Inc. Registration Statement on Form S-3 Initially Filed May 2, 2025 File No. 333-286935 Acceleration Request Request Date : Tuesday, June 24, 2025 Request Time : 4:30 p.m. Eastern Time (or as soon thereafter as practicable) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Golden Matrix Group, Inc. (the “ Registrant ”) hereby requests that the United States Securities and Exchange Commission (the “ Commission ”) take appropriate action to cause the above-captioned Registration Statement (the “ Registration Statement ”) to become effective on Tuesday, June 24, 2025, at 4:30 p.m., Eastern Time, or as soon thereafter as practicable. The Registrant hereby authorizes David M. Loev and/or John S. Gillies of The Loev Law Firm, PC, to orally modify or withdraw this request for acceleration. Please contact Mr. Loev at (832) 930-6432, with any questions you may have concerning this request, and please notify him when this request for acceleration has been granted. Sincerely, /s/ Anthony Brian Goodman Anthony Brian Goodman President and Chief Executive Officer

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 gmgi_corresp.htm June 2, 2025 U.S. Securities and Exchange Commission Division of Corporate Finance Office of Technology 100 F Street, NE Washington, D.C. 20549 Attn: Ms. Marion Graham Attn: Ms. Jan Woo Re: Golden Matrix Group, Inc. Registration Statement on Form S-3 Filed May 2, 2025 File No. 333-286935 Dear Ms. Graham and Ms. Woo: On behalf of Golden Matrix Group, Inc. (the “ Company ”), we hereby submit this letter in response to comments received from the staff of the Division of Corporation Finance (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) by letter dated May 20, 2025, with respect to the Company’s Registration Statement on Form S-3, filed with the Commission on May 2, 2025 (File No. 333-286935)(the “ Registration Statement ”). The Company is concurrently filing with this letter Amendment No. 1 to the Registration Statement via Edgar (“ Amendment No. 1 ”), which has been updated to address the responses to your comments, as indicated below. For your convenience, the text of each of the Staff’s comments is reproduced in bold-face type below, followed by the Company’s responses. Terms not otherwise defined in this letter shall have the meanings set forth in Amendment No. 1. Registration Statement on Form S-3 Incorporation of Certain Documents by Reference, page 3 1. Please update your financial statements by incorporating by reference your Form 10- K for the year ended December 31, 2024 filed on March 24, 2025 and your Form 10-Q for the quarter ended March 31, 2025. In revising this section, please consider the guidance in Compliance & Disclosure Interpretation (Securities Act Forms) Question 123.05 for guidance. RESPONSE : The Company has updated its disclosures in “ Incorporation of Certain Documents by Reference ” to specifically include a reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed on March 24, 2025, and the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 filed on May 8, 2025, and to include the waiting period language set forth in Question 123.05. Page 1 of 3 General 2. We note your disclosure that Craig-Hallum Group LLC will sell up to $14,700,000 pursuant to an equity distribution agreement. However, we also note your disclosure that under this agreement, you may sell up to $20,000,000, which is also the amount provided by the agreement filed as Exhibit 1.1. Please revise your provide consistent disclosure throughout your filing. RESPONSE : Please note that while the equity distribution agreement provides for the sale of up to $20 million of common stock under the terms of such agreement, because the aggregate market value of the Company’s voting and non-voting common equity held by non-affiliates of the Company (public float) as of the date the Company filed its Form S-3 was less than $75 million, the Company is subject to the limitation set forth in Instruction I.B.6 of Form S-3. More specifically, the Company cannot sell more than one-third of the value of its public float in any 12 month period. The $14.7 million value used throughout the original sales agreement prospectus (now updated to $14.0 million) represented the value of one-third of the Company’s public float at the time the Form S-3 was filed. The Company has revised and updated the sales agreement prospectus included in Amendment No. 1, including on the cover page and under “ Plan of Distribution ” (each as copied below) to clarify as follows (additional language in bold): Cover Page “ Golden Matrix Group, Inc. (the “ Company ,” “ we ,” or “ us ”) has entered into an Equity Distribution Agreement (the “ Sales Agreement ”) with Craig-Hallum Capital Group LLC (the “ Sales Agent ” or “ Craig-Hallum ”) relating to the issuance and sale of our common stock, par value $0.00001 per share offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the Sales Agreement, we may offer and sell shares of our comment stock having an aggregate offering price of up to $20,000,000, from time to time through Craig-Hallum acting as our sales agent or principal. To date, we have sold 106,654 shares of our common stock for aggregate gross sale proceeds of $194,844 in accordance with the Sales Agreement. After giving effect to the terms of the Sales Agreement, we may, from time to time, offer and sell shares of common stock having an aggregate offering price of up to $19.81 million under the Sales Agreement, which amount is in addition to the shares of common stock that we have sold to date in accordance with the Sales Agreement. Notwithstanding the total dollar value of shares eligible for future sale under the Sales Agreement as of the date of this prospectus supplement as discussed above, this prospectus supplement only covers the sale of up to $14.0 million of shares of common stock, as a result of the guidance set forth in General Instruction I.B.6 of Form S-3, as discussed below. If the market value of shares of our common stock held by non-affiliates increases such that we may sell a greater amount of additional shares of common stock under the Sales Agreement and the registration statement of which this prospectus supplement is a part, and/or we decide to sell additional shares under the Sales Agreement, we will file another prospectus supplement prior to making such sales. ” Page 2 of 3 Plan of Distribution: “ On November 22, 2024, we entered into a Sales Agreement with Craig-Hallum under which we may offer and sell up to $20,000,000 of shares of our common stock from time to time through Craig-Hallum acting as sales agent or principal. To date, we have sold 106,654 shares of our common stock for aggregate gross sale proceeds of $194,844 in accordance with the Sales Agreement. After giving effect to the terms of the Sales Agreement, we may, from time to time, offer and sell shares of common stock having an aggregate offering price of up to $19.81 million under the Sales Agreement, which amount is in addition to the shares of common stock that we have sold to date in accordance with the Sales Agreement. Notwithstanding the total dollar value of shares eligible for future sale under the Sales Agreement as of the date of this prospectus supplement as discussed above, this prospectus supplement only covers the sale of up to $14.0 million of shares of common stock, as a result of the guidance set forth in General Instruction I.B.6 of Form S-3, as discussed on the cover page hereof. If the market value of shares of our common stock held by non-affiliates increases such that we may sell a greater amount of additional shares of common stock under the Sales Agreement and the registration statement of which this prospectus supplement is a part, and/or we decide to sell additional shares under the Sales Agreement, we will file another prospectus supplement prior to making such sales. Sales of our common stock, if any, will be made in negotiated transactions, including block trades or block sales, or at market prices by any method that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act, including without limitation sales made through the Nasdaq Capital Market or any other trading market for our common stock, or by any other method permitted by law.” * * * * * If you have any additional questions or comments, please do not hesitate to contact me at (832) 930-6432. Sincerely, /s/ David M. Loev David M. Loev Managing Partner Page 3 of 3

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 20, 2025

Brian Goodman
Chief Executive Officer
Golden Matrix Group, Inc.
3651 Lindell Road, Ste. D131
Las Vegas, NV 89103

 Re: Golden Matrix Group, Inc.
 Registration Statement on Form S-3
 Filed May 2, 2025
 File No. 333-286935
Dear Brian Goodman:

 We have conducted a limited review of your registration statement and
have the
following comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-3
Incorporation of Certain Documents by Reference, page 3

1. Please update your financial statements by incorporating by reference
your Form 10-
 K for the year ended December 31, 2024 filed on March 24, 2025 and your
Form 10-
 Q for the quarter ended March 31, 2025. In revising this section, please
consider the
 guidance in Compliance & Disclosure Interpretation (Securities Act
Forms) Question
 123.05 for guidance.
General

2. We note your disclosure that Craig-Hallum Group LLC will sell up to
$14,700,000
 pursuant to an equity distribution agreement. However, we also note your
disclosure
 that under this agreement, you may sell up to $20,000,000, which is also
the amount
 provided by the agreement filed as Exhibit 1.1. Please revise your
provide consistent
 May 20, 2025
Page 2

 disclosure throughout your filing.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rule 461 regarding requests for acceleration. Please allow
adequate time for
us to review any amendment prior to the requested effective date of the
registration
statement.

 Please contact Marion Graham at 202-551-6521 or Jan Woo at 202-551-3453
with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: John Gillies
</TEXT>
</DOCUMENT>

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gmgi_corresp.htm

 Golden Matrix Group, Inc.

 September 17, 2024

 VIA EDGAR

 Division of Corporate Finance

 Office of Technology

 U.S. Securities and Exchange Commission

 Washington D.C. 20549

      Re:

   Golden Matrix Group, Inc.

   Registration Statement on Form S-3

   File No. 333-281839

 Acceleration Request

 Request Date: Friday, September 20, 2024

 Request Time: 4:30 p.m. Eastern Time (or as soon thereafter as practicable)

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Golden Matrix Group, Inc. (the “Registrant”) hereby requests that the United States Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-captioned Registration Statement (the “Registration Statement”) to become effective on Friday, September 20, 2024, at 4:30 p.m., Eastern Time, or as soon thereafter as practicable.

 The Registrant hereby authorizes David M. Loev and/or John S. Gillies of The Loev Law Firm, PC, to orally modify or withdraw this request for acceleration. Please contact Mr. Loev at (832) 930-6432, with any questions you may have concerning this request, and please notify him when this request for acceleration has been granted.

   Sincerely,

   /s/ Anthony Brian Goodman

   Anthony Brian Goodman

   President and Chief Executive Officer

September 6, 2024
Brian Goodman
Chief Executive Officer
Golden Matrix Group, Inc.
3651 S. Lindell Road, Suite D131
Las Vegas, NV 89103
Re:Golden Matrix Group, Inc.
Registration Statement on Form S-3
Filed August 29, 2024
File No. 333-281839
Dear Brian Goodman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Charli Wilson at 202-551-6388 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:David Loev

United States securities and exchange commission logo
January 25, 2024
Anthony Brian Goodman
Chief Executive Officer
Golden Matrix Group, Inc.
3651 S. Lindell Road, Suite D131
Las Vegas, NV 89103
Re:Golden Matrix Group, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed October 20, 2023
File No. 001-41326
Dear Anthony Brian Goodman:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       David M. Loev

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 January 24, 2024

 Mr. Austin Pattan

 U.S. Securities and Exchange Commission

 Division of Corporate Finance

 Office of Technology

 100 F Street, NE

 Washington, D.C. 20549

   Re:

   Golden Matrix Group, Inc.

   Preliminary Proxy Statement on Schedule 14A Filed October 20, 2023

 File No. 001-41326

 Dear Mr. Pattan:

 On behalf of Golden Matrix Group, Inc. (the “Company”), we hereby submit this letter in response to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated October 30, 2023, with respect to the Company’s preliminary proxy statement on Schedule 14A, File No. 001-41326, filed with the Commission on October 20, 2023.

 The Company is concurrently filing with this letter Amendment No. 1 to the preliminary proxy statement on Schedule 14A via Edgar (“Amendment No. 1”). These amendments reflect responses to your comments, as indicated below.

 For your convenience, the text of each of the Staff’s comments is reproduced in bold-face type below, followed by the Company’s responses. Terms not otherwise defined in this letter shall have the meanings set forth in Amendment No. 1.

 Preliminary Proxy Statement on Schedule 14A filed October 20, 2023

 Independent Auditor's Report, page F-28

 1. Please address the following as it relates to the Independent Auditor’s report for Meridian Tech d.o.o Group (Meridianbet Group’s):

   ·

   Revise to include an opinion on Meridianbet Group’s financial statements at, and for the year ended, December 31, 2021.

   ·

   Confirm that the financial statements were audited in accordance with U.S. generally accepted audited standards (U.S. GAAS) and revise the reference to International Standards on Auditing to instead refer to U.S. GAAS.

   ·

   Clarify if the reference to a “true and fair” view has the same meaning as “presents fairly” and revise the opinion to replace the true and fair reference.

   ·

   Revise to either provide an audit report that includes an opinion on whether the financial statements comply with IFRS as issued by the IASB or provide a reconciliation from IFRS to U.S. GAAP in the financial statement footnotes.

 RESPONSE: Meridianbet Group has changed its independent auditor from Crowe RS Advisory d.o.o. (“Crowe”), to the Company’s independent auditing firm, M&K CPAs, PLLC (“M&K CPAs”), and M&K CPAs has re-audited the financial statements of Meridianbet Group as of December 31, 2022 and 2021, and for the years then ended, in accordance with generally accepted accounting principles (GAAP).

 Amendment No. 1 includes the re-audited Meridianbet Group financial statements, as well as reviewed financial statements for the three and nine months ended September 30, 2023 and 2022 for Meridianbet Group. Also included in Amendment No. 1, is the opinion of M&K CPAs on Meridianbet Group’s financial statements for the years ended December 31, 2022 and 2021. The opinion also makes it clear that the financial statements were audited in accordance with GAAP.

 Due to the fact that the Meridianbet Group financial statements have been re-audited in accordance with GAAP, instead of IFRS, we believe that the remaining comments have been fully addressed and are no longer relevant.

 * * * * *

 If you have any additional questions or comments, please do not hesitate to contact me at (832) 930-6432.

   Sincerely,

   /s/ David M. Loev

   David M. Loev

 Managing Partner

United States securities and exchange commission logo
October 30, 2023
Anthony Brian Goodman
Chief Executive Officer
Golden Matrix Group, Inc.
3651 S. Lindell Road, Suite D131
Las Vegas, NV 89103
Re:Golden Matrix Group, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed October 20, 2023
File No. 001-41326
Dear Anthony Brian Goodman:
            We have reviewed your filing and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed October 20, 2023
Independent Auditor's Report, page F-28
1.Please address the following as it relates to the Independent Auditor’s report for Meridian
Tech d.o.o Group (Meridianbet Group’s):
•Revise to include an opinion on Meridianbet Group’s financial statements at, and for
the year ended, December 31, 2021.
•Confirm that the financial statements were audited in accordance with U.S. generally
accepted audited standards (U.S. GAAS) and revise the reference to International
Standards on Auditing to instead refer to U.S. GAAS.
•Clarify if the reference to a “true and fair” view has the same meaning as “presents
fairly” and revise the opinion to replace the true and fair reference.
•Revise to either provide an audit report that includes an opinion on
whether the financial statements comply with IFRS as issued by the IASB  or provide
a reconciliation from IFRS to U.S. GAAP in the financial statement footnotes.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of

 FirstName LastNameAnthony Brian Goodman
 Comapany NameGolden Matrix Group, Inc.
 October 30, 2023 Page 2
 FirstName LastName
Anthony Brian Goodman
Golden Matrix Group, Inc.
October 30, 2023
Page 2
action by the staff.
            Please contact Austin Pattan at 202-551-6756 or Jeff Kauten at 202-551-3447 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       David M. Loev

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 Golden Matrix Group, Inc.

 April 29, 2022

 VIA EDGAR

 Division of Corporate Finance

 Office of Technology

 U.S. Securities and Exchange Commission

 Attn: Anna Abramson, Staff Attorney

 Washington D.C. 20549

 Phone: (202) 551-4969

    Re:

   Golden Matrix Group, Inc.

   Form S-3 Registration Statement

   File No. 333-264446

 Acceleration Request

 Request Date:  Tuesday, May 3, 2022

 Request Time: 4:30 p.m. Eastern Time (or as soon thereafter as practicable)

 Dear Ms. Abramson:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Golden Matrix Group, Inc. (the “Registrant”) hereby requests that the United States Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-captioned Registration Statement (the “Registration Statement”) to become effective on Tuesday, May 3, 2022, at 4:30 p.m., Eastern Time, or as soon thereafter as practicable.

             The Registrant hereby authorizes David M. Loev and/or John S. Gillies of The Loev Law Firm, PC, to orally modify or withdraw this request for acceleration. Please contact Mr. Loev at (832) 930-6432, with any questions you may have concerning this request, and please notify him when this request for acceleration has been granted.

   Sincerely,

   /s/ Anthony Brian Goodman

   Anthony Brian Goodman

 President and Chief Executive Officer

United States securities and exchange commission logo
April 28, 2022
Brian Goodman
Chief Executive Officer
Golden Matrix Group, Inc.
3651 Lindell Road, Ste. D131
Las Vegas, NV 89103
Re:Golden Matrix Group, Inc.
Registration Statement on Form S-3
Filed April 22, 2022
File No. 333-264446
Dear Mr. Goodman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Anna Abramson, Staff Attorney, at (202) 551-4969 or Joshua Shainess,
Legal Branch Chief, at (202) 551-7951 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       David M. Loev

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gmgi_corresp.htmGolden Matrix Group, Inc.

 October 12, 2021

 VIA EDGAR

 Division of Corporate Finance

 Office of Energy & Transportation

 U.S. Securities and Exchange Commission

 Attn: Liz Packebusch, Staff Attorney

 Washington D.C. 20549

 Phone: (202) 551-8749

    Re:

   Golden Matrix Group, Inc.

 Form S-3 Registration Statement

 File No. 333-260044

 Acceleration Request

 Request Date: Friday, October 15, 2021

 Request Time: 9:30 a.m. Eastern Time (or as soon thereafter as practicable)

 Dear Ms. Packebusch:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Golden Matrix Group, Inc. (the “Registrant”) hereby requests that the United States Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-captioned Registration Statement (the “Registration Statement”) to become effective on Friday, October 15, 2021, at 9:30 a.m., Eastern Time, or as soon thereafter as practicable.

 The Registrant hereby authorizes David M. Loev and/or John S. Gillies of The Loev Law Firm, PC, to orally modify or withdraw this request for acceleration. Please contact Mr. Loev at (832) 930-6432, with any questions you may have concerning this request, and please notify him when this request for acceleration has been granted.

   Sincerely,

 /s/ Anthony Brian Goodman

 Anthony Brian Goodman

 President and Chief Executive Officer

United States securities and exchange commission logo
October 12, 2021
Anthony Brian Goodman
Chief Executive Officer
Golden Matrix Group, Inc.
3651 Lindell Road, Ste. D131
Las Vegas, NV 89103
Re:Golden Matrix Group, Inc.
Registration Statement on Form S-3
Filed October 5, 2021
File No. 333-260044
Dear Mr. Goodman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Liz Packebusch, Staff Attorney, at (202) 551-8749 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       David M. Loev

October 21, 2014

Via E -mail
Eddie Aruda
President
Source Gold Corp.
200 S. Virginia Street
8th Floor
Reno, NV 89501

Re: Source Gold Corp.
 Form 8 -K
Filed October 16, 2014
File No. 000 -54840

Dear Mr. Aruda:

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company 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.  We urge all persons who are responsible for the
accuracy a nd 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 rules require.

        Sincerely,

        /s/Myra Moosariparambil

        Myra Moosariparambi l
        Staff Accountant

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SOURCE GOLD CORP.

200 S. Virginia Street

8th Floor

Reno, NV 89501

Myra Moosariparambil

Staff Accountant

United States Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

October 20, 2014

Re: Source Gold Corp.

Form 8-K

Filed October 16, 2014

File No. 000-54840

Dear Mrs. Moosariparambil:

This letter sets forth the response of Source Gold Corp. (“SRGL” or the “Company”) to the Staff’s comment letter dated October 20, 2014. Further, we have filed an Amendment No. 1 to our Current Report on Form 8-K filed on October 16, 2014, the address the comments as referenced in our responses below.

Form 8-K filed October16, 2014

1.

We note that your disclosures represents that you have not had any disagreements with your former auditor through the two most recent fiscal years ended July 31, 2013.  Please revise to disclose whether you have had any disagreements through the most recent reporting period that has elapsed prior to their dismissal. We understand that you dismissed your former auditor on October 16, 2014 and as a result, your most recent interim period would be the fiscal year ended July 31, 2014.

Response: We have amended paragraph 2 to clearly state that the former auditor was the auditor through the period ending July 31, 2014 and that there are no disagreements through this period.

2.

We remind you to file a letter from your former accountant as an exhibit to the revised form 8-K within ten business days after the initial filing of the form 8-K, which addresses the Commission stating whether it agrees with the statements made by you in response to the disclosers required by Item 304(a) of Regulation S-K.

Response: We provided a copy of the 8-K before it was filed to the former auditor.  To date we have had no response from the former auditor.  As such time we do we will file an amended 8-K to include this letter, when received, as an exhibit.

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

Very Truly Yours,

Source Gold Corp.

/s/ Eddie Aruda

President

October 20, 2014

Via E-mail
Eddie Aruda
President
Source Gold Corp.
200 S. Virginia Street
8th Floor
Reno, NV 89501

Re: Source Gold Corp.
 Form 8 -K
Filed October 16, 2014
File No. 000-54840

Dear Mr. Aruda :

We have reviewed your filing an d 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 five busines s days by amending your filing or by
advising us when you will provide the requested response.   If you do not believe our comments
apply to your facts and circumstances or do not belie ve an amendment is appropriate, please tell
us why in your respo nse.

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

Form 8 -K filed October 16, 2014

1. We note that your disclosures represent s that you have not had any disagreements with
your former auditor through the two most recent fiscal years ended July  31, 2013. Please
revise to disclose whether you have had any disagreements through the most recent
reporting  period that has elapsed prior  to their dismissal. We understand that you
dismissed your former auditor on October  16, 2014 and as a result, your most recent
interim period would be the fiscal year  ended July 31 , 2014.

Eddie Aruda
Source Gold Corp.
October 20, 2014
Page 2

 2. We remind you to file a letter from your former accountant as an exhibit to the revised
Form 8 -K within ten business days after the initial filing of the Form 8 -K, which
addresses the Commission stating whether it agr ees with the statements made by you in
response to the disclosures  required by Item 304(a) of Regulati on S-K.

 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 t he disclosures 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 company 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.

If you have questions regarding these comments and related matters , please contact me at
202-551-3796 .

Sincerely,

 /s/ Myra Moosariparambil

Myra Moosariparambil
Staff Accountant

June 3 , 2014

Via E -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 completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company 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.  We u rge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/Tia L. Jenkins

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

April 29 , 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.
  Amendment No. 1 to Form 10 -K for the Fiscal Year Ended July 31, 2013
  Filed April 8, 2014
  File No. 000-54840

Dear Mr. Pinchin :

We have reviewed your filing  and response and have the following comment .

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 have additional comments.

Amendment No. 1 to Form 10 -K for the Fiscal Year Ended July 31, 2013

1. We note your amended Form 10 -K includes an audit report provided by W.T. Uniack &
Co., C PA’s, P.C. (“Uniac k”) that does not identify the correct periods associated with the
audited financial statements.  Please ask Uniack to further revise its report to state that it
has audited the consolidated balance sheet as of July 31, 2013 and the consolidated
statements of operations and comprehensive loss, stockholders’ equity and  cash flows for
the year ended July 31, 2013.  Also , if the period from June 4, 2008 ( inception ) through
July 31, 2013 was audited by Uniack , the audit report should refer to th is cumulative
period from inception to July 31, 2013 for the consolidated statement s of operations and
comprehensive loss , and cash flows .  Otherwise, please label the cumulative columns
from  inception to July 31, 2013 as unaudited.   Please f ile an amended Form 10 -K with
these changes.

Dhugald Pinchin
Source Gold Corp.
April 29 , 2014
Page 2

 You may contact Brian McAllister at (202) 551 -3341  or Nasreen Mohammed, Assistant
Chief  Accountant, at (202) 551 -3773 if you have questions regarding comments on the financial
statements and related matters.

Sincerely,

/s/Tia L. Jenkins

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

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March 14, 2014

SOURCE GOLD CORP.

1155 Camino Del Mar

#162

Del Mar, California 920104

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

TIA L. JENKINS

Senior Assistant Chief Accountant

Office of Beverages, Apparel, and Mining

Dear Tia L. Jenkins,

File No. 000-54840

Regarding the receipt of your letter dated February 24, 2014 to Source Gold Corp.

The Company has been in communication with the current auditor, W.T. Uniack & Company, and the prior auditor De Joya Griffith to fulfill the requests listed in your letter.

De Joya Griffith will be in the process to review the latest 10K filing for Source Gold and have stated that they would restate their audit report for the year ended July 31, 2012.

W.T. Uniack will be conducting their part in the requests and after the Certification Exhibits 31 and 32 are updated the Company will file an amended annual report for the year ended July 31, 2013.

In connection with the Company’s responding to the comments set forth in the February 24, 2014 letter, the Company acknowledges 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 company 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.

Sincerely,

Dhugald Pinchin

Dhugald Pinchin

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SOURCE GOLD CORP.

1155 Camino Del Mar

#162

Del Mar, California 920104

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

TIA L. JENKINS

Senior Assistant Chief Accountant

Office of Beverages, Apparel, and Mining

Dear Tia L. Jenkins,

File No. 000-54840

Regarding the receipt of your letter dated February 24, 2014 to Source Gold Corp.

The Company has been in communication with the current auditor, W.T. Uniack & Company, and the prior auditor De Joya Griffith to fulfill the requests listed in your letter.

De Joya Griffith will be in process to review the latest 10K filing for Source Gold and have stated that they would restate their audit report for the year ended July 31, 2012.

W.T. Uniack will be conducting their part in the requests and after the Exhibit 31 is updated the Company will file an amended report.

Sincerely,

Dhugald Pinchin

Dhugald Pinchin

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

November  4, 2013

Via E -mail
Dhugald Pinchin
President
Source Gold Corp.
1155 Camino Del Mar #162
Del Mar, CA 92014

Re: Source Gold Corp.
 Form 8 -K
Filed October 25, 2013
File No. 000 -54840

Dear Mr. Pinchin :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the comp any or the filing and the company 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.  We urge all persons who are responsible for the
accuracy and a dequacy of the disclosure in the filing  to be certain that the filing  includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Myra Moosariparambil

Myra Moosariparambil
Staff Accountant

October 3 0, 2013

Via E-mail
Dhugald Pinchin
President
Source Gold Corp.
1155 Camino Del Mar #162
Del Mar, CA 92014

Re: Source Gold Corp.
 Form 8 -K
Filed October 25 , 2013
File No. 000-54840

Dear Mr. Pinchin :

We have reviewed your filing an d 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 five busines s days by amending your filing or by
advising us when you will provide the requested response.   If you do not believe our comments
apply to your facts and circumstances or do not belie ve an amendment is appropriate, please tell
us why in your res ponse.

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

Form 8 -K filed October 25, 2013

1. We note you engaged Anton & Chia (A&C) on December 12, 2012 based on th e Form
8-K filed January 9, 2013.  Please amend to revise paragraphs 1 and 2 to clearly state the
length of time A&C served as your independent registered accountants and that A&C did
not issue a report on your consolidated financial statements.

2. Please revise paragraph 4 to clearly define the period during A&C’s appointment which
you attest there were no disagreements.  See Item 304(a)(1)(iv) of Regulation S -K.

3. Please be sure to include a revised letter from A&C stating the extent to which it agrees
to the statements made by you in your amendment to the Form 8 -K.

Dhugald Pinchin
Source Gold Corp.
October 3 0, 2013
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 t he disclosures 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 company 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.

If you have questions regarding these comments and related matters , please contact me at
202-551-3796 .

Sincerely,

 /s/ Myra Moosariparambil

Myra Moosariparambil
Staff Accountant

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

DIVISION OF
CORPORATION FINANCE

        February 25, 2011  Lauren Notar  Chief Executive Officer Source Gold Corp. 2 Toronto Street, Suite 234 Toronto, Ontario, Canada M5C 2B5
Re: Source Gold Corp.
  Form 10-K for Fiscal Year Ended July 31, 2010
Filed November 15, 2010
  File No. 333-153881
Dear Ms. Notar:

We have completed our review of your fili ngs and do not have any further comments at
this time.

        S i n c e r e l y ,
Anne Nguyen Parker Branch Chief

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

DIVISION OF
CORPORATION FINANCE
        January 31, 2011
 Lauren Notar  Chief Executive Officer Source Gold Corp. 2 Toronto Street, Suite 234 Toronto, Ontario, Canada M5C 2B5
 Re: Source Gold Corp.
  Form 10-K for Fiscal Year Ended July 31, 2010
Filed November 15, 2010
  Form 10-Q for Fiscal Quarter Ended October 31, 2010
Filed December 20, 2010
  File No. 333-153881

Dear Ms. Notar:
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 amending your filing, by
providing the requested information, or by advising us when you will provide the requested response.  If you do not believe our comments a pply to your facts and circumstances or do not
believe an amendment is appropriate, 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 have additional comments.    Form 10-K for Fiscal Year Ended July 31, 2010

 Involvement in Certain Legal Proceedings, page 34

 1. Please revise your disclosure to provide the information required by Item 401(f) of
Regulation S-K, which references the past ten years.
 Executive Compensation, page 37

 2. Please provide your analysis in necessary detail as to why you have not included Ms.
Notar’s options (referenced in the second paragraph at page 37) in your discussion of executive compensation.  For example, and without limitation, we note that such options are not listed in your Summary Compensation table or your Outstanding Equity Awards

Lauren Notar
Source Gold Corp. January 31, 2011 Page 2

table.  In addition, we note your statement on page 28 that you have not issued and do not
have outstanding any options to purchase shares of your common stock, and your statement on page 38 that you have not granted stock options to the executive officers and directors since inception.  Please advise.
 Report of Independent Registered Public Accounting Firm, page F-1

 3. We note the report from your independent registered public accounting firm is not
signed.  Please file an amended Form 10-K that includes a revised report that properly identifies the firm, and includes the signature.  See AU Section 508.08 and Item 2-02(a) of Regulation S-X for additional guidance.

Note 8 Income Taxes, page F-16

 4. Within the reconciliation of the income tax provision computed at the statutory rate to the
reported tax provision, you disclose that your loss before income tax was approximately $5,467,000 and your expected tax recovery on net loss, before income tax, was approximately $177,000.  Given the statutory rate reported of 34%, please tell us and revise your disclosure to explain why your expected tax recovery is not approximately $1,859,000 ($5,467,000 times 34%).
 Form 10-Q for Fiscal Quarter Ended October 31, 2010

 Controls and Procedures, page 17

 Limitations of the Effectiveness of Internal Controls, page 17

 5. Please provide your analysis in necessary detail as to how your management has
concluded that your “disclosure controls and procedures are effective at…a reasonable assurance level” in view of your earlier disclosure that your “disclosure controls and procedures were ineffective…due to…[certain] material weaknesses.”

Closing Comments

 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 disclosures they have made.

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

Lauren Notar
Source Gold Corp. January 31, 2011 Page 3

• 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 company 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 Jennifer O’Brien at (202)  551-3721, Mark Wojciechowski at (202) 551-
3759, or Mark C. Shannon, Branch Chief, at (202) 551-3299 if you have questions regarding
comments on the financial statements and related matters.  Please contact Sirimal Mukerjee at (202) 551-3340 or me at (202) 551-3611 with any other questions.          S i n c e r e l y ,
Anne Nguyen Parker Branch Chief

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    IBEX
RESOURCES CORP.

    November
3, 2008

    THE
UNITED STATES SECURITIES

    AND EXCHANGE
COMMISSION

    Attn:
John Lucas

    Division
of Corporate Finance

    Mail Stop
7010

    100 F.
Street NE

    Washington,
D.C. 20549-7010

              Re:

              Ibex
      Resources Corp.

              Registration
      Statement on Form S-1

              File
      No. 333-153881

Dear Mr.
Lucas:

    Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Ibex Resources Corp.
(the “Company”) hereby requests acceleration of the effective date of its
Registration Statement on Form S-1 to 12:00 PM Eastern Standard Time on November
6, 2008, or as soon thereafter as is practicable.

    The
Company acknowledges the following:

              ·

              Should
      the Commission or the staff, acting pursuant to delegated authority,
      declare the filing effective, it does not foreclose the Commission from
      taking any action with respect to the
filing;

              ·

              The
      action of the Commission or the staff, acting pursuant to delegated
      authority, in declaring the filing effective, does not relieve the Company
      from its full responsibility for the adequacy and accuracy of the
      disclosure in the filing; and

              ·

              The
      Company may not assert staff comments and the declaration of effectiveness
      as a defense in any proceeding initiated by the Commission or any person
      under the federal securities laws of the United
  States.

    Thank you
for your assistance.  Please call with any questions.

    Ibex
Resources Corp.

    By:

    /s/ Harry Bygndes

    Harry
Bygdnes

    President,
Director

    530-1015
4th Street

    Calgary,
Alberta , Canada, T2R 1J4- Phone: 403 922-8562

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

     DIVISION OF
COR    MAIL STOP 7010 PORATION FINANCE
        October 17, 2008
By U.S. Mail and Facsimile

Mr. Harry Bydgnes, President Ibex Resources Corporation c/o Nevada Agency and Trust Company 50 West Liberty Street, Suite 880  Reno, NV 89501

Re: Ibex Resources Corporation
 Registration Statement on Form S-1
  File No. 333-153881   Filed October 7, 2008

Dear Mr. Bydgnes:

We have limited our review of your filing to the issue we have addressed in our
comment.  Where indicated, we think you should revise your document.  If you disagree,
we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detaile d as necessary in your explan ation.  After reviewing this
information, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Directors, Executive Officers, Promoters and Control Persons, page 34

1. Please revise or supplement the biogra phical disclosure of your principal
executive officer and director, Harry B ygdnes, to include a description of his
business experience during the five years that immediately preceded the filing of
your registration statement

Closing Comments

 Please amend your registration statement in response to this comment.  You may
wish to provide us with marked copies of th e amendment to expedite our review.  Please
furnish a cover letter with your amendment th at keys your responses to our comments

Mr. Harry Bygdnes
Ibex Resources Corporation
October 17, 2008
Page 2

and provides any requested supplemental info rmation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your amendment and responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
    Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that
 ‚ should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

‚ the action of the Commission or the staff,  acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy  and accuracy of the disclosure in the filing; and

‚ the company may not assert this action as  a defense in any proceeding initiated by
the Commission or any person under the fe deral securities laws of the United
States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as a confirmation of th e fact that those reque sting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
  We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement.  Please allow adequa te time after the filing of an amendment for
further review before submitting a request for acceleration.  Please provide this request at
least two business days in advance of the requested effective date.

Mr. Harry Bygdnes
Ibex Resources Corporation
October 17, 2008
Page 3

 Please contact John Lucas at (202) 551-5798 or, in his absence, Carmen Moncada-Terry at (202) 551-3687 with any questions.

Sincerely,

 H. Roger Schwall Assistant Director
 cc: Ibex Resources Corporation
Attn: Harry Bydgnes, President 530-1015 4
th Street, S.W.,
Calgary, Alberta, T2R 1J4, Canada