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Item 1. Business

2024-09-18 compared with 2023-09-25 · 504 added, 250 removed, 9 unchanged (99% of the section changed)

The Marygold Companies, Inc., (the “Company”

or "The Marygold Companies"), a Nevada corporation, operates through its wholly owned subsidiaries who are engaged in varied business activities.

The operations of the Company’s wholly owned subsidiaries are more particularly described herein but are summarized as follows:

USCF Investments, Inc.

(“USCF Investments”), a U.S.

based company, is the sole member of two investment services limited liability company subsidiaries that manages, operates or is an investment advisor to exchange traded funds organized as limited partnerships or investment trusts that issue shares which trade on the NYSE Arca stock exchange.

Gourmet Foods, Ltd., a New Zealand based company, manufactures and distributes New Zealand meat pies on a commercial scale and its wholly-owned New Zealand subsidiary company, Printstock Products Limited, prints specialty wrappers for the food industry in New Zealand and Australia.

(collectively "Gourmet Foods") 

Brigadier Security Systems (2000) Ltd.

(“Brigadier”), a Canadian based company, sells and installs commercial and residential alarm monitoring systems.

Kahnalytics, Inc.

dba/Original Sprout (“Original Sprout”), a U.S.

based company, is engaged in the wholesale distribution of hair and skin care products under the brand name Original Sprout on a global scale. 

Marygold & Co., a newly formed U.S.

based company, together with its wholly-owned limited liability company, Marygold & Co.

Advisory Services, LLC, (collectively "Marygold") was established by The Marygold Companies to explore opportunities in the financial technology ("Fintech") space, completed its development phase in June 2023, and launched its commercial services in June 2023. Through June 30, 2023, expenditures have been limited to developing the business model and the associated application development.

Marygold & Co.

(UK) Limited, a newly formed U.K.

limited company, together with its newly acquired UK subsidiary, Tiger Financial and Asset Management, Ltd.

(collectively “Marygold UK”) is an asset manager and registered investment advisor in the UK.

Operations are included in these consolidated financial statements beginning on the acquisition date of June 20, 2022.

The Company manages its operating businesses on a decentralized basis.

There are no centralized or integrated operational functions such as marketing, sales, legal or other professional services and there is little involvement by the Company’s management in the day-to-day business affairs of its operating subsidiary businesses apart from oversight.

The Company’s corporate management is responsible for capital allocation decisions, investment activities and selection and retention of the Chief Executive to head each of the operating subsidiaries.

The Company’s executive management is also responsible for corporate governance practices, monitoring regulatory affairs, including those of its operating businesses and involvement in governance-related issues of its subsidiaries as needed.

Across the Company and its subsidiaries the Company employs 101 people.

Subsidiary Business Overview

Marygold Companies, Inc., a Nevada corporation (together with its subsidiaries, “we,” “us,”

“our,” “Company,” or “The Marygold Companies), is a holding company which operates through its wholly

owned subsidiaries engaged in certain diverse business activities listed below:

Management - USCF Investments, Inc., a Delaware corporation (“USCF Investments”), with corporate headquarters in Walnut Creek, California and its

wholly-owned subsidiaries:

States Commodity Funds, LLC, a Delaware limited liability company (“USCF LLC”), and

Advisers, LLC, a Delaware limited liability company (“USCF Advisers”).

The principal place of business for each of USCF

LLC and USCF Advisers is in Walnut Creek, California.

Products – Gourmet Foods, Ltd., a registered New Zealand company located in Tauranga, New Zealand and its wholly-owned subsidiary,

Printstock Products Limited, a registered New Zealand company, with is principal manufacturing facility in Napier, New Zealand.

Systems – Brigadier Security Systems (2000) Ltd., a Canadian registered corporation, with locations in Regina

and Saskatoon, Saskatchewan, Canada.

Products - Kahnalytics, Inc., a California corporation, doing business as “Original Sprout,” located in San Clemente, California.

Services – United States and Great Britain:

& Co., a Delaware corporation, based in Denver, Colorado, and its wholly-owned subsidiary, Marygold & Co.

Advisory Services,

LLC, a Delaware limited liability company, whose principal business office is in New Albany, Ohio;

& Co., (UK) Limited, a private limited company incorporated and registered in England and Wales, whose registered office is in

London, England, and its wholly-owned subsidiaries:

Financial & Asset Management Limited, a company incorporated and registered in England and Wales, whose registered office is

in Northampton, England;

Step-By-Step Financial Planners Limited, a company incorporated and registered in England and Wales, whose registered office is in

Staffordshire, England.

manage the operations of our subsidiaries and their related businesses on a decentralized basis.

There are no centralized or integrated

operational functions such as marketing, sales, legal or other professional services and there is little involvement by our executive

management in the day-to-day business affairs of our operating subsidiary businesses apart from oversight.

Our executive management team

is primarily responsible for vision and strategy of the Company while effectively implementing capital allocation decisions, investment

activities, leadership talent selection, development, performance and retention of the management executives to head each of the operating

subsidiaries.

Our executive management is also responsible for organizational accountability, corporate governance practices,

monitoring regulatory affairs, including those of our operating businesses and involvement in governance-related issues of its subsidiaries

We were incorporated in the state of Nevada on January 26, 2000.

Our corporate headquarters are located in San Clemente, California.

capital and resources are an integral part of our businesses.

Our business units employed 116 people located in various

parts of the world such as, New Zealand, Canada, Great Britain and the United States through the fiscal year ended June 30, 2024.

includes all full and part-time employees as well as executives at our corporate headquarters in San Clemente, California.

with our decentralized management philosophy, our operating business units individually establish competitive compensation packages to

attract, retain and reward people within their organizations.

Given the varied business activities, our business units have policies

and practices to address, among other things, maintaining a safe working environment, eliminating workplace harm, both mental and physical,

providing various health and retirement benefits, as well as incentives to recognize and reward performance on an individual and company

goal performance basis.

Business Overview

Management - USCF Investments

2016, we acquired all of the issued and outstanding stock in USCF Investments , Inc.

(“USCF Investments”).

On December 9, 2016, we acquired all of the issued and outstanding stock in USCF Investments.

USCF Investments wholly owns both USCF and USCF Advisers, which collectively operate 14 exchange traded products (“ETPs”) and exchange traded funds (“ETFs”), each of which has its shares listed on the NYSE Arca, Inc.

("NYSE Arca"). 

The ETPs and ETFs managed by USCF and USCF Advisers have a total of approximately $3.5 billion in assets under management as of June 30, 2023.

USCF Investments receives revenues as a result of its ownership of USCF and USCF Advisers, which provides investment management and advisory services in exchange for management fees charged against the ETPs and ETFs.

The ETPs and ETFs managed by USCF and USCF Advisers invest in a broad base index or single commodity, particularly in oil, natural gas, gasoline and metals.

USCF currently serves as the General Partner or the Sponsor to the following commodity pools, each of which is currently conducting a public offering of its shares pursuant to the Securities Act of 1933, as amended:

USCF as General Partner for the following funds

United States Oil Fund, LP (“USO”)

Organized as a Delaware limited partnership in May 2005

United States Natural Gas Fund, LP (“UNG”)

Organized as a Delaware limited partnership in November 2006

United States Gasoline Fund, LP (“UGA”)

Organized as a Delaware limited partnership in April 2007

United States 12 Month Oil Fund, LP (“USL”)

Organized as a Delaware limited partnership in June 2007

United States 12 Month Natural Gas Fund, LP (“UNL”)

Organized as a Delaware limited partnership in June 2007

United States Brent Oil Fund, LP (“BNO”)

Organized as a Delaware limited partnership in September 2009

USCF as fund Sponsor - each a series within the United States Commodity Index Funds  

Trust ("USCIF Trust")

United States Commodity Index Fund (“USCI”)

Series of the USCIF Trust created in April 2010

United States Copper Index Fund (“CPER”) 

Series of the USCIF Trust created in November 2010

USCF Advisers, a registered investment adviser, serves as the investment adviser to the funds listed below within the USCF ETF Trust (the “ETF Trust”) and has overall responsibility for the general management and administration for the ETF Trust.

Pursuant to the current Investment Advisory Agreements, USCF Advisers provides an investment program for each of series within the ETF Trust and manages the investment of the assets.

USCF Advisers as fund manager for each series within the USCF ETF Trust:

USCF SummerHaven Dynamic Commodity Strategy No K-1 Fund ("SDCI")

Fund launched May 2018

USCF Midstream Energy Income Fund ("UMI")

Fund launched March 2021

USCF Gold Strategy Plus Income Fund ("GLDX")

Fund launched November 2021

USCF Dividend Income Fund ("UDI")

Fund launched June 2022

USCF Sustainable Battery Metals Strategy Fund ("ZSB")

Fund launched January 2023

USCF Energy Commodity Strategy Absolute Return Fund ("USE”)

Fund launched May 2023

All commodity pools managed by USCF and each series of the ETF Trust managed by USCF Advisers are collectively referred to as the “Funds”

For the year ended June 30, 2023 approximately 73% of USCF Investments’

revenue were attributed to its three largest funds which were United States Oil Fund, LP, United States Natural Gas Fund, LP and United States Commodity Index Fund as compared to the year ended June 30, 2022 with approximately 73% of the revenue attributed to United States Oil Fund, LP, United States Natural Gas Fund, LP and United States Commodity Index Fund.

USCF Investments faces competition from other commodity fund managers, which include larger, better financed companies that offer products similar to USCF Investments.

Many of these competitors have substantially greater financial, technical, and human resources than USCF Investments does, as well as greater experience in the discovery and development of products and the commercialization of those products.

Our competitors’

products may be more effective, or more effectively marketed and sold, than any products we may commercialize.

USCF Investments will continue to develop and consider new fund opportunities identified through its research efforts and review of market needs.

Investments is a U.S.

corporation organized in the state of Delaware.

USCF Investments is the parent and sole member of two fund

management limited liability companies formed in the state of Delaware:

United States Commodity Funds, LLC (“USCF LLC”)

and USCF Advisers, LLC (“USCF Advisers”).

USCF LLC and USCF Advisers are each registered as a commodity pool operator,

and each is a member of the National Futures Association.

USCF Advisers is also registered as an investment adviser with the

Securities and Exchange Commission (“SEC”) under the Investment Advisers Act of 1940, as amended (“Investment Advisers Act”).

USCF LLC and USCF Advisers, together with USCF Investments will be referred to hereafter as

“USCF Investments.”

USCF LLC and USCF Advisers provide investment fund

management and advisory services and receive management and/or investment advisory fees for providing such services to each of the ETFs it manages.

USCF LLC and USCF Advisers collectively manage and service 16 exchange traded funds (“ETFs”), the shares or other interests

of which are listed and traded on the NYSE Arca, Inc.

(“NYSE Arca”).

The ETFs managed by USCF LLC and USCF Advisers have a

combined total of $2.9 billion in assets under management (“AUM”) as of June 30, 2024.

USCF LLC serves as the general partner or sponsor of the following ETFs, each of which is conducting an ongoing public offering of its

shares or interests pursuant to the Securities Act of 1933, as amended (“Securities Act”):

LLC as general partner of the following funds

States Oil Fund, LP (“USO”)

as a Delaware limited partnership in 2005

States Natural Gas Fund, LP (“UNG”)

as a Delaware limited partnership in 2006

States Gasoline Fund, LP (“UGA”)

as a Delaware limited partnership in 2007

States 12 Month Oil Fund, LP (“USL”)

as a Delaware limited partnership in 2007

States 12 Month Natural Gas Fund, LP (“UNL”)

as a Delaware limited partnership in 2007

States Brent Oil Fund, LP (“BNO”)

as a Delaware limited partnership in 2009

LLC is the sponsor of the following funds, each a series of the United

States Commodity Index Funds Trust (“USCIF Trust”)

States Commodity Index Fund (“USCI”)

of the USCIF Trust created in 2010

States Copper Index Fund (“CPER”)

of the USCIF Trust created in 2010

Advisers, a registered investment adviser, is the investment adviser to

the funds listed below each a separate series of the USCF ETF Trust (“ETF Trust”) and has overall responsibility for the general

management and administration of the ETF Trust.

Pursuant to investment advisory agreements, USCF Advisers provides an investment program

for each series of the ETF Trust and manages the investment of the funds’ assets.

Advisers as fund manager for the following series of the ETF Trust:

SummerHaven Dynamic Commodity Strategy No K-1 Fund (“SDCI”)

launched in 2018

Midstream Energy Income Fund (“UMI”)

launched in 2021

Gold Strategy Plus Income Fund (“USG”) previous ticker (“GLDX”)

launched in 2021, Ticker symbol change in 2024

Dividend Income Fund (“UDI”)

launched in 2022

Sustainable Battery Metals Strategy Fund (“ZSB”)

launched in 2023

Energy Commodity Strategy Absolute Return Fund (“USE”)

launched in 2023

Sustainable Commodity Strategy Fund (“ZSC”)

launched in 2023

Aluminum Strategy Fund (“ALUM”)

launched in 2023

Investments’ revenue and expenses are primarily based upon and determined

by the amount of AUM of the funds its subsidiaries manage.

USCF Investments’ subsidiaries each earn monthly management and advisory

fees based on its agreements with each fund.

The management fees for a fund are determined on the basis of the percentage management fee

structure for such fund as forth in its advisory agreement with the fund multiplied by the average AUM of such fund over a given period.

Many of the company’s expenses are dependent upon the amount of AUM.

These variable expenses include fund administration, custody,

accounting, transfer agency, marketing and distribution, and sub-adviser fees and are primarily determined by multiplying contractual

fee rates by AUM.

the year ended June 30, 2024, 75% of USCF Investments’ revenue were

attributed to its subsidiaries’ management of its three largest funds as follows:

United States Oil Fund, LP;

United States Natural

Gas Fund, LP and USCF Midstream Energy Income Fund.

For the year ended June 30, 2023, 73% of USCF Investments’ revenue was attributable

to its subsidiaries’ management of United States Oil Fund, LP;

United States Natural Gas Fund, LP and United States Commodity Index

Investments competes with other commodity fund managers which include larger,

better financed companies and other boutique companies that offer ETFs similar to those offered by USCF Investments.

Also, the larger

and better financed competitors may be able to sponsor, develop and offer new ETFs more readily than USCF Investments.

Many of these

competitors have substantially greater technical and human resources than USCF Investments does, as well as greater experience in the

discovery, research and development of products and the commercialization of those products.

Our competitors’ products may have

better performance or are more effectively marketed and sold, than any products we may commercialize.

USCF Investments believes that it

has carved out a unique set of ETFs that were first to market and it continues to create and launch funds that remain focused on its core

business platform in the commodity sector of non-renewable energy while expanding its commodity index funds between broad commodities,

equity and a mix of commodities and equities index funds.

The ability to create and launch bespoke funds and series funds that provide

exposure to certain commodity and equity groups allows USCF Investments to compete in this industry space as a boutique investment management

USCF Investments will continue to develop and consider new fund opportunities identified through its research efforts and review

of market needs.

However, the cost of launching and seeding new funds is dependent upon existing and new capital resources.

The ability to successfully launch new funds competing with much larger financial institutions with greater financial and human capital will be challenging.

USCF Investments’

operating subsidiaries, USCF and USCF Advisers, are subject to federal, state and local laws and regulations generally applicable to the investment services industry.

USCF is a commodity pool operator (“CPO”) subject to regulation by the Commodity Futures Trading Commission (the "CFTC") and the National Futures Association (the “NFA”) under the Commodities Exchange Act of 1936, as amended (the “CEA”).

USCF Advisers is an investment adviser registered under the Investment Advisers Act of 1940, as amended, and is also registered as a CPO under the CEA.

Public offerings conducted by ETPs sponsored by USCF are required to be registered with the Securities and Exchange Commission (the “SEC”) in accordance with the Securities Act of 1933, as amended and each ETP has SEC reporting obligations under the Securities Exchange Act of 1934, as amended.

The series of the ETF Trust managed by USCF Advisers are registered investment companies under the Investment Company Act of 1940, as amended.

USCF Investments’

operating subsidiaries employ approximately 14 persons, a majority of whom are located in Walnut Creek, California.

The operating subsidiaries are responsible for the retention of sub-advisers to manage the investments of each managed Funds’

assets in conformity with their respective investment policies if the operating subsidiary does not provide those services directly.

USCF Investments’

operating subsidiaries may also retain third-parties to provide custody, distribution, fund administration, transfer agency, and all other non-distribution related services necessary for each fund to operate.

USCF Investments, through its operating subsidiaries, bears all of its own costs associated with providing these advisory services and the expenses of the members of the board of directors of each fund who are affiliated with USCF Investments.

Intellectual Property

USCF Investments subsidiary USCF owns registered trademarks for USCF and USCF Advisers.

 The Funds for which USCF is a general partner or sponsor have registered trademarks owned by USCF.

Additionally, USCF was granted two patents Nos.

7,739,186 and 8,019,675, for systems and methods for an exchange traded fund (ETF) that tracks the price of one or more commodities.

Gourmet Foods

Gourmet Foods, Ltd. (“Gourmet Foods”), was organized in its current form in 2005 (previously known as Pats Pantry Ltd) and acquired by The Marygold Companies in August 2015.

Pats Pantry was founded in 1966 to produce and sell wholesale bakery products, meat pies and patisserie cakes and slices, in New Zealand.

Gourmet Foods, located in Tauranga, New Zealand, sells substantially all of its goods to supermarkets and service station chains with stores located throughout New Zealand.

Gourmet Foods also has a large number of smaller independent lunch bars, cafes and corner dairies among the customer list, however they comprise a relatively insignificant dollar volume in comparison to the primary accounts of large distributors and retailers.

On July 1, 2020, Gourmet Foods acquired the New Zealand company, Printstock Products Limited ("Printstock").

Located in nearby Napier, New Zealand, Printstock prints wrappers for food products, including those used by Gourmet Foods.

Printstock is a wholly-owned subsidiary of Gourmet Foods and its operating results are consolidated with those of Gourmet Foods from July 1, 2020 onwards.

Products and Customers

The Marygold Companies, through Gourmet Foods, and following the acquisition of Printstock Products Limited on July 1, 2020, has two major customer groups comprising gross revenues:

to successfully launch new funds while competing with much larger financial institutions with greater financial and human capital will

be challenging.

Investments’ operating subsidiaries, USCF LLC and USCF Advisers,

are subject to certain federal, state and local laws and regulations generally applicable to the investment services industry.

a commodity pool operator (“CPO”) subject to regulation by the Commodity Futures Trading Commission (“CFTC”) and

the National Futures Association (“NFA”) under the Commodities Exchange Act of 1936, as amended (“CEA”).

Advisers is an investment adviser registered under the Investment Advisers Act and as a CPO under the CEA.

Ongoing public offerings of

the shares or other interests by ETFs sponsored by USCF LLC are required to be registered with the SEC under the Securities Act and each

ETF has SEC reporting obligations under the Securities Exchange Act of 1934, as amended (“Securities Exchange Act”).

series of the ETF Trust managed by USCF Advisers is registered as an investment company under the Investment Company Act.

Investments’ operating subsidiaries have 14 full-time employees,

a majority of whom are located in its Walnut Creek, California office.

The operating subsidiaries are responsible for the retention of

sub-advisers to manage the investments of each managed Funds’ assets in conformity with their respective investment policies if

the operating subsidiary does not provide those services directly.

USCF Investments’ operating subsidiaries may also retain third-parties

to provide custody, distribution, fund administration, transfer agency, and all other non-distribution related services necessary for

each fund to operate.

USCF Investments, through its operating subsidiaries, bears all of its own expenses associated with providing these

advisory services such as the expenses of the members of the independent board of directors.

Independent director expenses are apportioned

on a pro rata basis over each fund affiliated with USCF Investments.

Investments subsidiary USCF LLC has registered the trademarks for the names

“USCF LLC” and “USCF Advisers” with the U.S.

Patent and Trademark Office (“PTO”).

The funds for which

USCF LLC is a general partner or sponsor have registered trademarks owned by USCF LLC.

USCF LLC was granted two patents Nos.

and 8,019,675 by the PTO for systems and methods for an exchange traded fund (ETF) that track the price of one or more commodities.

Please refer to “Note 14.

Commitments and Contingencies – Litigation”

to the financial statements included in this Form 10-K.

Products - Gourmet Foods

2015, we acquired Gourmet Foods, Ltd., a registered New Zealand company.

Gourmet Foods manufactures and sells wholesale bakery products,

meat pies and patisserie cakes and slices in New Zealand.

Gourmet Foods manufactures wholesale bakery products, meat pies, patisserie

cakes and slices on a commercial scale under brand names Ponsonby Pies and Pats Pantry and distributes substantially all of its goods

to supermarkets and service station chains with stores located throughout New Zealand.

In 2020, Gourmet Foods acquired Printstock

Products Limited (“Printstock”), a Flexographic printing company based in Napier, New Zealand that prints

specialty wrappers for the food industry in Australia and New Zealand including those used by Gourmet Foods.

operating results are consolidated with those of Gourmet Foods.

Gourmet Foods and Printstock are collectively referred to

hereinafter as “Gourmet Foods.”

and Customers

Foods has two major product lines:

1) baking and 2) food wrapper printing.

While these product lines are comprised of different customers

and supply chains, we consider the consolidation of Gourmet Foods with Printstock to be within the food industry as Printstock only supplies

its products to the manufacturers in the food industry, some of which are competitors to Gourmet Foods, and the inclusion of Printstock

to the Gourmet Foods operations does not extend its presence beyond the food industry.

Therefore, for the purpose of segment reporting,

both revenue streams are considered part of the same “food products” segment.

Baking and Printing:

While these major groups are comprised of different customers and supply chains, we consider the consolidation of Gourmet Foods with Printstock to be within the food industry as Printstock only supplies the food industry manufacturers, some of which are competitors to Gourmet Foods, and the inclusion of Printstock to the Gourmet Foods operations does not extend its presence beyond the food industry.

Therefore, for the purpose of segment reporting (Note 16), both revenue streams are considered part of the same "food industry" segment.

Within the baking sector there are three major customer groups;

1) grocery, 2) gasoline convenience stores, and 3) independent retailers and cafes.

The grocery industry is dominated by several large chain operations, which are customers of Gourmet Foods, and there are no long term guarantees that these major customers will continue to purchase products from Gourmet Foods, however, many of the existing relationships have been in place for sufficient time to give management reasonable confidence in their continuing business.

For the year ended June 30, 2023, Gourmet Foods’

largest customer in the grocery and food industry, who operates through a number of independently branded stores, accounted for approximately 14% of baking sales revenues as compared to 22% for the year ended June 30, 2022.

This customer accounted for 14% of the baking accounts receivable at June 30, 2023 as compared to 25% as of June 30, 2022.

The second largest customer in the grocery and food industry did not account for significant sales during the years ended June 30, 2023 and 2022.

However, this customer did account for 8% and 26% of baking accounts receivable as of June 30, 2023 and 2022, respectively.

In the gasoline convenience store market customer group, Gourmet Foods supplies two major channels.

The largest is a marketing consortium of gasoline dealers operating under the same brand who, for the years ended June 30, 2023 and 2022 accounted for approximately 57% and 50%, respectively, of baking gross sales revenues.

No single member of the consortium accounted for significant portion of baking sales revenues.

No single member of the consortium is responsible for a significant portion of Gourmet Foods’

baking accounts receivable, however as a group they collectively accounted for 42% and 21% of baking accounts receivable as of June 30, 2023 and 2022, respectively.

A second consortium of gasoline convenience stores accounted for 22% and 23% of baking accounts receivable as of June 30, 2023 and June 30, 2022, respectively. No single member of this consortium was a significant contributor to Gourmet Foods' sales revenues, but as a group they contributed 10% and 8% of the baking sales revenues for the years ended June 30, 2023 and 2022, respectively.

The third major customer group is independent retailers and cafes, which accounted for the balance of baking gross sales revenue, however no single customer in this group was a significant contributor of baking sales revenues or baking accounts receivable as of and for the years ended June 30, 2023 and 2022.

The printing sector of Gourmet Foods' gross revenues is comprised of many customers, some large and some small, with the largest customer accounting for 49% of the printing sector revenues and 39% of the printing sector accounts receivable as of and for the year ended June 30, 2023 as compared to 37% of printing sector revenues and 39% of printing sector accounts receivable as of and for the year ended June 30, 2022.

The second largest customer accounted for 10% of printing sector revenues and 34% of printing sector accounts receivable as of June 30, 2023.

There were no sales to this customer for the year ended June 30, 2022. No other customers comprised a significant contribution to printing sector sales revenues or accounts receivable as of and for the years ended June 30, 2023 and 2022. 

Consolidated:

With respect to Gourmet Foods’

consolidated risk, the largest three customers accounted for 35%, 21% and 9% as compared to 32%, 14% and 13% of Gourmet Foods' consolidated gross revenues for the years ended June 30, 2023 and 2022, respectively.

These same customers accounted for 15%, 5% and 27%, respectively, with one additional customer accounting for 24% of the consolidated accounts receivable of Gourmet Foods as of June 30, 2023 as compared to 8%, 7%, 26% and 0%, respectively, as of June 30, 2022.

Sources and Availability of Materials

Gourmet Foods, including Printstock, is not dependent upon any one major supplier as many alternative sources are available in the local marketplace should the need arise.

However, the aftereffects of the COVID-19 pandemic have resulted in increased cost of raw ingredients and local shipping.

These cost increases, coupled with rising cost of labor, have negatively impacted Gourmet Foods profit margins and, in some instances, their ability to meet market demand in a timely manner.

Although raw material availability has begun to return to normal levels, there remains a shortage of qualified labor for both the bakery and the printing sector at acceptable wage levels.

Gourmet Foods is focused on securing the best prices available for raw materials in the local market and recruiting experienced staff to replace those persons who failed to return to the workplace after the lifting of the COVID-19 restrictions during the current fiscal year.

Gourmet Foods faces competition from other commercial-scale manufacturers of meat pies located in New Zealand and Australia.

Competitors’

products may be more effective, or more effectively marketed and sold, than any products Gourmet Foods may commercialize.

Larger competitors in New Zealand also enjoy a wider and more entrenched market share making it particularly difficult for us to penetrate certain market segments and, even if penetrated, might make it difficult to maintain.

In an effort to expand its market presence and limit competitive interference, Gourmet Foods from time to time attempts to acquire other commercial-scale manufacturers of meat pies or confections.

Gourmet Foods has also collapsed a portion of its supply chain by acquiring Printstock, who prints the food wrappers utilized by Gourmet Foods.

Printstock, in turn, also faces competition from other New Zealand-based printing companies who offer similar services to the food production industry.

The location of Gourmet Foods in the southern hemisphere provides it with a warm Christmas holiday season and some increased business as customers tend to be traveling and purchase more ready-to-eat foods.

Although this increase in sales is observable, it is not deemed significant and the opposing seasons to the northern hemisphere work to offset any corresponding downturn in revenues for Brigadier, our Canadian subsidiary, during winter months.

Overall, The Marygold Companies’ consolidated business does not experience any material seasonality due to Gourmet Foods.

In New Zealand our subsidiary, Gourmet Foods, is required to have certain permits from health regulatory agencies and export permits for certain products it chooses to export.

Gourmet Foods is also subject to local regulations as are usual and customary for those in the food processing, manufacturing and distribution business. Gourmet Foods believes it has all necessary licenses and permits and is compliant in all material respects with New Zealand laws and local regulations.

Gourmet Foods, including Printstock, employs approximately 52 persons in New Zealand.

Intellectual Property

Gourmet Foods, Ponsonby Pies and Pat’s Pantry are all registered trademarks of Gourmet Foods, Ltd.

On June 2, 2016, we acquired all of the issued and outstanding stock in Brigadier, a Canadian corporation headquartered in Saskatoon, Saskatchewan.

Brigadier sells and installs alarm monitoring and security systems to commercial and residential customers under the brand names "Brigadier Security Systems" and "Elite Security" throughout the province of Saskatchewan with offices in Saskatoon and Regina.

Services, Products and Customers

Brigadier, founded in 1985, is a leading electronic security company in the province of Saskatchewan. Brigadier has two offices located in the urban areas of Saskatchewan, Brigadier Security Systems in Saskatoon, and operating as Elite Security in Regina.

The company's management team has a combined industry experience of over 136 years.

Brigadier provides comprehensive security solutions including access control, camera systems, fire alarm monitoring panels, and intrusion alarms to home and business owners as well as government offices, schools, and public buildings.

Their experience as the provider of choice on many large notable sites shows a commitment to design, service and support. Brigadier specializes, and is certified, in several major manufacturers’

Within the baking

sector Gourmet Foods has three major customer groups:

1) grocery, 2) gasoline convenience stores, and 3) independent retailers and

The grocery industry in New Zealand is dominated by several large chain operations, each of which is a customer of Gourmet

There can be no assurance that these customers will continue to purchase products from Gourmet Foods, however, in view of the

length of the relationship with such customers, management believes that such customers will continue purchasing Gourmet

Foods’ products.

In the gasoline convenience store market customer group, Gourmet Foods supplies a marketing consortium of

gasoline dealers operating under the same brand and a consortium of gasoline convenience stores.

The third major customer group is independent retailers and cafes.

sector of Gourmet Foods’ revenues is comprised of many customers, some large and some small.

The two largest customers in the

printing sector represented 67% of printing sector revenue in fiscal 2024.

and Availability of Materials

Gourmet Foods, including Printstock, is not dependent

upon any one major supplier as many alternative sources are available locally.

However, the after-effects

of the COVID-19 pandemic have resulted in increased cost of raw ingredients and local shipping.

These cost increases, coupled with the rising

cost of labor, have negatively impacted Gourmet Foods profit margins and, in some instances, its ability to meet market demand in a

timely manner.

Although raw material availability has begun to return to normal levels, there remains a shortage of qualified labor for

both the bakery and the printing sector.

Gourmet Foods is focused on securing the best prices available for raw materials in the local

market and recruiting experienced staff.

Gourmet Foods competes with other commercial-scale manufacturers of meat pies in

New Zealand and Australia.

Competitors’ products may be more effective, or more effectively marketed and sold, than products Gourmet

Foods may commercialize.

Larger competitors in New Zealand also enjoy economies of scale in production allowing them to offer products

at lower retail prices, making it difficult for us to compete in the growing online sales channel of home deliveries.

In an effort to

expand its market presence and limit competitive interference, Gourmet Foods from time to time creates new products such as vegan pies,

sausage rolls, and other items currently novel to New Zealand.

Upon market acceptance of these new entrants, Gourmet Foods is able to

sustain higher profit margins in the absence of direct competition.

Gourmet Foods has also improved a portion of its supply chain by acquiring

Printstock, which prints the food wrappers utilized by Gourmet Foods.

Printstock, in turn, also faces competition from other New Zealand-based

printing companies who offer similar services to the food production industry.

location of Gourmet Foods in the southern hemisphere provides it with a warm Christmas holiday season and some increased business as

customers tend to be traveling and purchase more ready-to-eat foods.

Although this increase in sales is observable, it is not deemed

New Zealand, Gourmet Foods is required to have certain permits from health

regulatory agencies and export permits for certain products it exports.

Gourmet Foods is also subject to local regulations customary in

the food processing, manufacturing and distribution industry in New Zealand.

Gourmet Foods believes it has all necessary licenses and

permits and is compliant in all material respects with New Zealand laws and local regulations.

Foods, including Printstock, had 52 full-time employees in New Zealand as of June 30, 2024.

Foods, Ponsonby Pies and Pat’s Pantry are all registered trademarks of Gourmet Foods, Ltd.

in New Zealand.

Systems - Brigadier

In 2016, we acquired all of the issued and outstanding stock in Brigadier

Security Systems (2000) Ltd.

(“Brigadier”), a Canadian corporation.

Brigadier was originally established in 1985.

has two hubs, one in Regina (Elite Security) and one in Saskatoon (Brigadier Security), in the Canadian Province of Saskatchewan.

sells and installs alarm monitoring, access controls, ULC approved fire monitoring panels, and security systems to commercial and residential

customers under the brand names “Brigadier Security Systems” and “Elite Security” throughout the Province of Saskatchewan.

Products and Customers

Brigadier is a leading electronic security company in the Province of Saskatchewan.

Brigadier provides comprehensive security solutions including access control, camera systems, fire alarm monitoring panels, and intrusion

alarms to home and business owners as well as government offices, schools, and public buildings.

Its experience as the provider of choice

for many large notable sites shows a commitment to design, service and support.

Brigadier specializes and is certified to offer several

major manufacturers’ products, including:

Honeywell Security, Panasonic, Avigilon and JCI/DSC/Kantech security products.

Brigadier and its staff are recognized for dedication to customer service with annual awards from SecurTek including being recipients of the Customer Retention, Service Excellence, and overall best dealer with the President’s Award. 

Brigadier has demonstrated a commitment to delivering outstanding quality to customers by the notable facilities, businesses, and homes they secure.

Brigadier is an authorized SecurTek dealer.

SecurTek is owned by SaskTel which is Saskatchewan's leading Information and Communications Technology (ICT) provider with over 1.4 million customer connections across Canada.

Under the terms of its authorized dealer contract with the monitoring company, Brigadier earns monthly payments during the term of the monitoring contract in exchange for performance of customer service activities on behalf of the monitoring company.

The Marygold Companies, through Brigadier, is partially dependent upon its contractual relationship with the alarm monitoring company that provides monitoring services to Brigadier’s customers.

In the event this contract is terminated, Brigadier would be compelled to find an alternate source of alarm monitoring, or establish such a facility itself.

Management believes that the contractual relationship is sustainable, and has been for many years, with alternate solutions available should the need arise.

Sales to the largest customer, which includes contracts and recurring monthly support fees, totaled 42% and 52% of the total Brigadier revenues for the years ended June 30, 2023 and June 30, 2022, respectively.

The same customer accounted for approximately 25% of Brigadier's accounts receivable as of the balance sheet date of June 30, 2023 as compared to 31% as of June 30, 2022.

No other customers were significant contributors to Brigadier sales revenues for the year ended June 30, 2023 or June 30, 2022, however another customer accounted for 27% of total Brigadier accounts receivable as of June 30, 2023 and 0% as of June 30, 2022.

Sources and Availability of Materials

Brigadier purchases alarm panels, digital and analog cameras, mounting hardware and accessory items needed to complete security installations from a variety of sources.

The manufacture of electronic items such as those sought by Brigadier has expanded to a global scale thus providing Brigadier with a broad choice of suppliers.

is an authorized SecurTek dealer.

SecurTek is owned by SaskTel, Saskatchewan’s leading Information and Communications Technology

(ICT) provider with over 1.4 million customer connections across Canada.

Under the terms of its authorized dealer contract with the monitoring

company, Brigadier earns monthly payments during the term of the monitoring contract in exchange for performance of customer service

activities on behalf of the monitoring company.

is partially dependent upon its contractual relationship with an alarm

monitoring company that provides monitoring services to Brigadier’s customers.

In the event this contract is terminated, Brigadier

would be compelled to find an alternate source of alarm monitoring or establish such a facility itself.

Management believes that the contractual

relationship is sustainable, and has been for many years, but that alternate solutions would be available if such monitoring company terminates

its agreement with Brigadier.

Sales to its largest customer, which includes contracts and recurring monthly support fees, were 42% of

Brigadier’s total revenue for each of the years ended June 30, 2024 and 2023.

and Availability of Materials

purchases alarm panels, digital and analog cameras, mounting hardware and accessory items needed to complete security installations from

a variety of sources.

The manufacture of electronic items such as those sought by Brigadier has expanded to a global scale thus providing

Brigadier with a broad choice of suppliers.

Brigadier bases its vendor selection on several criteria including:

price, availability, shipping costs, quality, suitability for purpose and the technical support of the manufacturer.

price, availability,

shipping costs, quality, suitability for purpose and the technical support of the manufacturer.

Brigadier is not reliant on any one supplier.

Although it holds a leading market position in the province of Saskatchewan, Brigadier faces competition from larger, better financed companies that offer similar products and services throughout Canada and globally.

In addition, it is possible that Brigadier may face increasing competition as disruptive technologies enter the market.

However, with respect to the market share it currently enjoys, Brigadier expects to maintain its current market position in Saskatchewan and believes that opportunities exist to capitalize on the deployment of new technologies within this market.

Brigadier's management will continue efforts to capture additional customers through organic growth and a focus on quality.

Brigadier, due to its location in the province of Saskatchewan, Canada, is far enough north that winter weather has a negative effect on its ability to complete some installations, particularly those involving new construction.

For this reason, the period from November through March typically produces less revenue than comparison periods during other seasons of the year.

Although this decrease in sales is observable, the downturn in sales revenues for the winter months at Brigadier are offset in large part by the increase in revenues for our subsidiary Gourmet Foods in the Southern Hemisphere.

Overall, The Marygold Companies, on a consolidated basis, does not experience any material seasonality due to Brigadier.

Brigadier employs approximately 18 persons in Canada.

Original Sprout

Kahnalytics was formed in 2015 as a wholly-owned subsidiary of the Company and acquired the assets of Original Sprout LLC in December 2017.

competes with several larger, better financed companies that offer similar products and services in Saskatchewan and Canada generally

as well as globally.

In addition, Brigadier may face increasing competition as disruptive technologies enter the market.

However, with

respect to the market share it currently enjoys, Brigadier expects to maintain its current market position in Saskatchewan and believes

that opportunities exist to capitalize on the deployment of new technologies within this market.

Brigadier’s management will continue

efforts to capture additional customers through organic growth and a focus on quality.

to its location in Canada, winter weather may negatively affect its ability to complete some installations, particularly those

involving new construction.

For this reason, during the period from November through March Brigadier’s revenue is typically

lower than during other months of the year.

had 20 full-time employees in Canada as of June 30, 2024.

Products - Original Sprout

2017, we acquired all of the assets of Original Sprout LLC.

Original Sprout LLC was founded in 2003.

Kahnalytics began doing business as Original Sprout in December 2017.

Original Sprout formulates and packages various hair and skin care products that are 100% vegan, tested safe and non-toxic, and marketed globally through distribution networks to salons, resorts, grocery stores, health food stores, e-tail sites and on Original Sprout's website.

Original Sprout operates from warehouse and sales offices located in San Clemente, CA, USA.

Products and Customers

As a result of the COVID-19 pandemic, Original Sprout has made adjustments to its primary distribution and marketing channels.

Prior to the pandemic Original Sprout relied heavily upon its wholesale distribution network to place products at retail locations and generally to make products available to consumers, whereas during the environment of social distancing and closures of retail businesses, consumers avoided traditional sales outlets.

In response to this trend, many of Original Sprout's domestic distributors became retailers by selling direct to consumers on e-tail platforms.

Original Sprout, in defense of its brand and price points, was compelled to commence a transition from its wholesale distribution model to one wherein Original Sprout sells direct to retail outlets, or even direct to consumers, through online platforms. The negative effects of this transition are being realized through reduced sales revenues as a result of cancellation of domestic distribution channels.

This trend is expected to continue well into the coming fiscal year as Original Sprout engages new brand representation and secures reliable sales channels for its new and existing product lines.

Original Sprout sells its products through 3 channels to market:

1) direct sales to end users via online shopping carts, 2) sales through international wholesale distributors who, in turn, sell to other international retailers or wholesalers, and 3) to retail stores selling to end users either from the shelf or online.

Original Sprout has thousands of customers and, from time to time, certain of them become significant during specific reporting periods, but may not be significant during other periods.

Due to the increase in online sales channels and the discontinuation of most domestic distribution agreements, Original Sprout had no single customer who accounted for 10% or greater of total revenues for the year ended June 30, 2023 as compared to one customer who accounted for 11% of total revenues for the year ended June 30, 2022.

There were four customers who accounted for 25%, 23% 13% and 11% of total accounts receivable at June 30, 2023.

These same customers accounted for 11% 12% 15% and 0%, respectively, at June 30, 2022 with two other customers accounting for 16% and 13% of accounts receivable at June 30, 2022 while being insignificant at June 30, 2023.

Sources and Availability of Materials

Original Sprout is dependent upon its relationships with two product formulating and packaging companies who, at the direction of Original Sprout, produce its products in accordance with proprietary formulas, packages them in appropriate containers, and delivers the finished goods to Original Sprout for distribution to its customers.

All of Original Sprout’s products are currently produced by these two packaging companies.

If these relationships were to terminate, Original Sprout believes that there are other similar packaging companies available to Original Sprout at competitive pricing.

Because of the nature of the Original Sprout product ingredients, some of the ingredients may, at times, be difficult to source in a timely fashion or at the expected price point.

To safeguard against this possibility Original Sprout endeavors to maintain at least a 90-day supply of all products in stock.

Estimating and maintaining a reserve stock account is not a guarantee that a shortage of ingredient supplies will not affect production such that Original Sprout will not exhaust its reserves or be unable to fulfill customer orders.

Original Sprout manufactures and distributes only 100% vegan, safe and non-toxic, hair and skin care products which it believes differentiate it significantly from competitors that do not employ such standards. The use of organic and natural extracts is a growing trend in the U.S.

Original Sprout is

engaged in the retail sales and wholesale distribution of hair and skin care products under the brand name Original Sprout on a

global scale.

Original Sprout formulates and packages various hair and skin care products that are 100% vegan, tested safe and

non-toxic, and marketed globally through distribution networks to salons, resorts, grocery stores, health food stores, e-tail sites

and on Original Sprout’s website.

Original Sprout operates from warehouse and sales offices located in San Clemente,

and Customers

As a result of the COVID-19 pandemic, Original Sprout has adjusted its primary

distribution and marketing channels.

Prior to the pandemic Original Sprout relied heavily upon its wholesale distribution network to place

products at retail locations and generally to make products available to consumers, whereas during COVID-19 that resulted in social distancing

and closures of retail businesses, consumers avoided traditional sales outlets.

In response to this trend, many of Original Sprout’s

domestic distributors became retailers by selling direct to consumers on e-tail platforms.

Original Sprout, in defense of its brand and

price points, was compelled to transition from its wholesale distribution model to making direct sales to retail outlets and consumers

through online platforms as well as through wholesalers.

The negative effects of this transition resulted in reduced sales and increased

operating losses as a result of the cancellation of domestic distribution channels.

This trend is expected to continue as Original Sprout

engages in new brand representation and secures reliable sales channels for its new and existing product lines.

As a result, we recorded

an impairment loss of $1.4 million during fiscal 2024 related to the goodwill and other intangible assets for Original Sprout.

Sprout sells its products through three distribution channels:

sales to end users via online shopping carts;

through international wholesale distributors who, in turn, sell to other international retailers

or wholesalers, and

retail stores selling to end users either from the shelf or online.

the year ended June 30, 2024, Original Sprout did not have any significant customers;

however, certain of Original Sprout’s customers

may, from time to time, become significant during the reporting periods.

and Availability of Materials

Original Sprout is reliant upon its relationships with two product formulating and

packaging companies who, at the direction of Original Sprout, manufacture its products in accordance with proprietary formulas, package

them in appropriate containers supplied by Original Sprout, and deliver the finished goods to Original Sprout for distribution to its

All of Original Sprout’s products are currently produced by these two packaging companies.

However, management of Original

Sprout believes that, if either of these companies were unable to provide such services, there are other similar production and packaging

companies available at competitive pricing.

Because of the nature of the Original Sprout product ingredients, some of the ingredients

may, at times, be difficult to source in a timely fashion or at the expected price point.

To safeguard against this possibility Original

Sprout endeavors to maintain at least a 90-day supply of all products in stock.

Estimating and maintaining a reserve stock account is

not a guarantee that a shortage of ingredient supplies will not affect production such that Original Sprout will not exhaust its reserves

or be unable to fulfill customer orders.

Sprout manufactures and distributes only 100% vegan, safe and non-toxic, hair and skin care products which it believes differentiates

it significantly from competitors that do not employ such standards.

The use of organic and natural extracts is a growing trend in the

and abroad, and other established brands are beginning to make products that directly compete with Original Sprout.

As more entrants to the high-end, vegan, hair care segment come into existence it is inevitable that some will be better financed and have more brand recognition and resources than those of Original Sprout.

Original Sprout is focused on promoting its own brand name as a recognized pioneer in 100% vegan, safe, effective, hair care products through the recruitment of additional distributors, contracts with additional nationwide retail stores, a continued emphasis on online sales either directly or through retail stores and an increased social media presence.

Original Sprout believes that these steps will allow for the continued growth of annual revenues and market share protection, though there can be no guarantees that such efforts will be sufficient to offset the effects of competition in the future.

There is no significant seasonality for sales of products for Original Sprout, though sales will fluctuate around traditional holidays, and certain products, such as sunscreen, will be lower in winter months than in summer months.

Overall, The Marygold Companies, on a consolidated basis, does not experience any material seasonality due to Original Sprout.

our subsidiary, Original Sprout, is not required to have permits or inspections by regulatory agencies for the products it formulates and distributes in the U.S.; however, it has chosen to gain recognition from certain testing laboratories and other quasi-regulatory agencies for compliance with accepted standards for hair and skin care ingredients and lack of toxic chemicals in their formulas and processes.

For export, Original Sprout is often compelled to submit its products to foreign government agencies or certified laboratories for ingredient testing prior to being accepted for import as a “safe”

We believe that Original Sprout products comply with all applicable regulations, both domestic and foreign, in areas where they are sold or distributed.

Intellectual Property

The formulations and ingredient percentages of the many products of Original Sprout are considered its intellectual property, though many cannot be patented, they are maintained as confidential.

The names "Original Sprout", "D’Organiques Original Sprout" are registered trademarks of Original Sprout.

Original Sprout employees approximately 7 persons on a full-time basis, not including temporary workers or "temp-to-hire" status workers, in California.

Marygold completed its development phase in June 2023.

Marygold continues to devote considerable resources to the development of a proprietary Fintech software application that is envisioned to provide a superior mobile banking experience to its customers.

Marygold employs six full time staff members and also subcontracts for a variety of services, both in the U.S.

As more entrants in the high-end, vegan, hair care segment come into existence,

some may be better financed and have more brand recognition and resources than Original Sprout.

Original Sprout is focused on promoting

its own brand name as a recognized pioneer in 100% vegan, safe, effective, hair care products through the recruitment of additional distributors,

nationwide retail stores, a continued emphasis on online sales either directly or through retail stores and an increased social media

Original Sprout believes that these steps will allow for the growth of annual revenues and market share protection, though there

can be no assurance that such efforts will be sufficient to offset the effects of competition in the future.

is no significant seasonality for sales of products for Original Sprout,

although sales may fluctuate around traditional holidays, and certain products, such as sunscreen, are lower in winter months than in

summer months.

Original Sprout is not required to have permits or inspections by regulatory agencies for the products it formulates

and distributes in the U.S.;

however, it has chosen to gain recognition from certain testing laboratories and other quasi-regulatory

agencies for compliance with accepted standards for hair and skin care ingredients and lack of toxic chemicals in their formulas and

For export, Original Sprout is often required to submit its products to foreign government agencies or certified laboratories

for ingredient testing prior to being accepted for import as a “safe” product.

We believe that Original Sprout products comply

with all applicable regulations, both domestic and foreign, in areas where they are sold or distributed.

formulations and ingredient percentages of the many products of Original Sprout are considered its intellectual property, although

many cannot be patented, they are maintained as confidential.

The names “Original Sprout” and “D’Organiques

Original Sprout” are registered trademarks of Original Sprout.

Sprout had eight full-time employees, not including temporary workers or

“temp-to-hire” status workers, in California as of June 30, 2024.

Services – Marygold US and Marygold UK

In 2019, we entered the financial services industry to explore opportunities

in the financial technology (“Fintech”) space and formed Marygold & Co., a Delaware corporation (“Marygold”).

Marygold is headquartered in Denver, Colorado.

In 2020, we formed an investment advisory firm, Marygold & Co.

Advisory Services, LLC,

a Delaware, limited liability company (“Marygold Advisors”) as a wholly-owned subsidiary of Marygold.

Marygold Advisors is

an investment adviser registered with the SEC under the Investment Advisers Act.

completed its development phase and the launch of its mobile Fintech app in June 2023.

has developed and continues to enhance and develop a peer-to-peer (“P2P”) Fintech digital money app that facilitates the

transfer of cash between two or more people that, unlike competitor apps, does not require both parties to each have the Marygold digital

app in order to transfer cash.

Marygold app users may choose to transfer or receive cash within the United States efficiently if both

users have the app or they may choose to send or receive a check mailed by the U.S.

Postal Service to them or send and receive by ACH,

email address or by providing a mobile number.

This feature is called PayAnyone ® .

Every Marygold app user receives a free

debit Mastercard ® issued by its partner bank, Community Federal Savings Bank upon completion of a secure onboarding process.

Along with the PayAnyone ® feature, the Marygold app also allows users to “Tap & Pay” anywhere Mastercard ®

is welcome nationwide as well as for use with online shopping.

The Marygold app has the ability to split payments/bills without

fees or limits between users.

Marygold’s debit Mastercard ® is connected to a widely accepted ATM network system

but ATM transactions have fees associated with the use and withdrawal of cash like most bank ATM out of network machines.

Marygold Fintech app has evolved and, in addition to its Fintech app features, its Marygold’s investment firm subsidiary, Marygold

Advisors, allows users to explore and tap into money management education and tools using its bespoke budgeting app product, money pools

(“Money Pools”).

The Money Pool app feature provides useful digital educational information on personal investing, money

management, and saving money for target goals.

When a user wants to budget, invest and grow their savings, app users can use the Money

Pool budgeting feature based on timeline-oriented goals that allow a user to set a time goal for which they will need to grow their money.

After users input their dollar goal into the Money Pool app feature with a goal-oriented time frame, the app provides a choice of three

Money Pools for the user to choose from.

The investment risk decreases or increases depending on the initial investment and goal-oriented

time frame chosen.

Understanding this risk/reward investment dynamic, Marygold Advisors created an investment calculator tool within

the app to provide users the ability to view their hypothetical investment potential.

continues to devote considerable resources to the development, marketing and support of its proprietary Fintech software app that is

envisioned to provide a competitive mobile experience to its customers.

The Fintech app is available for Android and Apple iOS users

to download on online app stores for free.

and together with Marygold Advisors, are hereinafter referred to as, “Marygold.”

have many competitors in the Fintech, or financial technology, services industry, including institutional banks and start-ups, who offer

a variety of financial services ranging from neo bank spending/receiving capabilities to loans and investing initiated on digital platforms.

The Fintech industry is highly competitive, forcing participants to constantly innovate or to seek niche areas of a target market.

of Marygold’s competitors have found success in such niche markets as making student loans, investing in crypto currencies, immediate

credit for direct deposits, or trading stocks.

Marygold is focusing on simplifying the management of its clients’ financial lives

by bringing all aspects of banking to one simple to use mobile banking app.

With a global market for fintech expected to be in excess

of $340 billion in 2024, management anticipates only a small market share will be required for Marygold to be successful in reaching

its revenue, profitability and other goals.

has a registered design mark and several trademarks in final stages towards registration pending with the PTO.

The underlying code compiled

in its mobile banking app and other custom programs are proprietary and trade secrets of Marygold.

employs nine full time staff members, a varying number of independent contractors, and also subcontracts for a variety of services, both

and internationally.

These operating expenses are combined with those of The Marygold Companies in our Consolidated Financial Statements and segmented reports.

Marygold launched its mobile app in June 2023 and thus had insignificant operations during the current year.  For fiscal 2024 

its operations will be segregated from those of the parent, The Marygold Companies. 

Marygold UK was formed under the laws of England and Wales as a wholly owned subsidiary of The Marygold Companies for the specific purpose of acquiring existing operating companies in the financial services sector of the U.K.

On June 20, 2022, Marygold UK entered into a Variation Agreement providing for a revised schedule of payments which shall be paid by Marygold UK to the seller, as described therein (the "Variation Agreement") and simultaneously therewith, Marygold UK completed the acquisition of Tiger Financial and Asset Management Limited ("Tiger").

Prior to June 20, 2022, Marygold UK had no operations, and any incidental expenses were consolidated with those of the parent.

For the period June 20, 2022 through June 30, 2023, operating income and expenses were de minimis and are combined with those of the parent in our Consolidated Financial Statements and segmented reports where indicated.

The business of Marygold UK will be that of Tiger, an asset manager and investment advisor to residents of the U.K.

As of June 30, 2023, Tiger has approximately £32 million (approximately US$40 million) in assets under management.

Tiger earns revenues as a percentage of the assets under management.

At this level of assets under management, Tiger is nominally cash flow breakeven.

Although assets under management have been stable and consistent over the prior 5-year period, management expects to be able to increase the level through a concentrated sales effort, however there is no assurance that such effort will be successful or that assets under management will not decline from their present level.

Marygold UK is also planning to introduce the Marygold fintech app to its customers and, more broadly, to the population of the U.K.

as the mobile app finalizes its commercial launch in the U.S.

and banking relationships are established in the U.K.

There is no scheduled timeline for this launch, nor can assurances be made that the product will be widely or well received by the target customer base.

Marygold UK employs 3 persons full time in the U.K.

Available Information

We maintain a website at www.themarygoldcompanies.com .

We make available free of charge on or through our website our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as soon as reasonably practicable after we electronically file or furnish such materials to the SEC.

The information on our website is not incorporated by reference in this annual report on Form 10-K. 

In addition, the U.S.

Securities and Exchange Commission ("SEC") maintains an Internet site at www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, from which investors can electronically access The Marygold Companies' SEC filings.

Controlled Company Status

Pursuant to a voting agreement, (the “Voting Agreement”), Nicholas Gerber and Scott Schoenberger, through their respective trusts, will represent 22,948,008, or 56.84% of the Voting Stock with respect to matters that may have a material impact on Company strategy and shareholder rights.

Because more than 50% of the combined voting power of all of our outstanding common stock is beneficially owned by Messrs.

Gerber and Schoenberger, we are a “controlled company”

as defined in section 801(a) of the NYSE American Company Guide.

As such, we are exempt from certain NYSE American rules requiring our Board of Directors to have a majority of independent members, a compensation committee composed entirely of independent directors and a nominating and governance committee composed entirely of independent directors.

2021, we expanded our financial services into Great Britain by incorporating a new entity called, Marygold & Co.

(UK) Limited, a

private limited company incorporated and registered under the laws of England and Wales, whose registered office is in London, England,

(“Marygold UK”).

June 2022, Marygold UK acquired all of the outstanding shares of Tiger Financial & Asset Management, Limited, (“Tiger Financial”).

Tiger Financial, a private company incorporated and registered in England and Wales, has a registered

office in Northampton, England.

Tiger Financial is an asset manager regulated under the United Kingdom Financial Conduct Authority.

a description of the terms of our acquisition of Tiger Financial, please refer to “Note 6.

Business Combinations” to our

consolidated financial statements included in this Form 10-K.

May 2024, Marygold UK acquired all outstanding shares of Step-By-Step Financial Planners Limited (“Step-By-Step”), a private

limited company incorporated and registered in England and Wales, whose registered office is in Staffordshire, England.

is an asset manager and registered investment advisor regulated under the United Kingdom Financial Conduct Authority.

For a description

of the terms of our acquisition of Step-By-Step, please refer to “Note 6.

Business Combinations” to our consolidated financial

statements included in this Form 10-K.

UK was formed to introduce the Marygold Fintech app into the United Kingdom with features that management expects will provide a suite

of personal savings tools all integrated into a user’s digital world.

Customers will have a “Piggy Bank” function,

that empowers users to take control of their financial future by providing the digital tools they need to save money more efficiently.

The Piggy Bank app feature encourages mindful spending, adding customizable barriers to the visibility of savings and fostering long-term

habits through an “out of sight, out of mind” approach.

A Me2Me app feature will allow people to move their money between

accounts and the app will be able to create custom notifications to encourage a user to put some money into their savings account.

the app is rolled out, existing clients of Marygold UK’s financial services subsidiaries, Tiger Financial and Step-By-Step, are

expected to be the primary target market for the app.

Tiger Financial and Step-By-Step, together with Marygold

UK are hereinafter collectively referred to as “Marygold UK”.

Operations of Marygold UK are included in these consolidated

financial statements beginning on the respective dates of acquisition.

As of June 30, 2024, Marygold UK had $78 million

Marygold UK earns revenues in the form of advisory fees that are based on a percentage of the AUM.

Marygold UK is planning to

introduce the Marygold Fintech app to its customers and, more broadly, in the U.K.

within the coming fiscal year.

Marygold UK employs

nine persons full time in the U.K.

investment advisor, both Tiger and Step-By-Step have pursued separate niche markets to differentiate themselves from institutional

and larger organizations providing investment advice and wealth management services to clients in the U.K.

These two separate target markets

have allowed Tiger and Step-By-Step to succeed and grow their business despite a competitive landscape.

Expectations are that the introduction

of the Marygold Fintech app to their clientele will accelerate growth and further differentiate them from competitors who can offer no

such mobile app.

UK has begun the process of securing trademarks and service marks with

respect to certain slogans, artwork, and logos related to the Marygold Fintech app.

maintain a website at www.themarygoldcompanies.com .

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports

on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act

are available free of charge on our website as soon as reasonably practicable after the reports are filed with, or furnished to, the

The information on our website is not incorporated by reference in this Annual Report on Form 10-K or our other securities filings

with the SEC.

The SEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements and other information

regarding issuers that file electronically with the SEC, from which investors may electronically access our SEC filings.

Company Status

to a voting agreement dated July 9, 2004, Nicholas Gerber and Scott Schoenberger, through their respective trusts, represent over 50% of the voting

stock with respect to matters that may have a material impact on our strategy and shareholder rights.

Because more than 50% of

the combined voting power of all of our outstanding common stock is beneficially owned by Messrs.

Gerber and Schoenberger, we are a

“controlled company” as defined in section 801(a) of the NYSE American Company Guide.

As such, we are exempt from

certain NYSE American rules requiring our Board of Directors to have a majority of independent members, a compensation committee

composed entirely of independent directors and a nominating and governance committee composed entirely of independent

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business