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Item 8. Financial Statements and Supplementary Data

2026-09-18 compared with 2025-09-19 · 542 added, 503 removed, 688 unchanged (60% of the section changed)

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financial statements appear as follows:

Report of Independent Registered Public Accounting Firm.

BPM San Francisco, CA.

of Independent Registered Public Accounting Firm.

BPM LLP San Francisco, CA.

Consolidated Balance Sheets

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have audited the accompanying consolidated balance sheets of The Marygold Companies, Inc.

(the “Company”) as of June 30,

2025 and 2024, and the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash

flows for each of the years in the two-year period ended June 30, 2025, and the related notes (collectively referred to as “the

consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects,

the financial position of the Company as of June 30, 2025 and 2024, and the results of its operations and its cash flows for each of

the years in the two-year period ended June 30, 2025, in conformity with accounting principles generally accepted in the United States

and subsidiaries (the

“Company”) as of June 30, 2026 and 2025, and the related consolidated statements of operations, comprehensive loss,

stockholders’ equity, and cash flows for each of the years in the two-year period ended June 30, 2026, and the related notes

(collectively referred to as “the consolidated financial statements”).

In our opinion, the consolidated financial

statements present fairly, in all material respects, the financial position of the Company as of June 30, 2026 and 2025, and the

results of its operations and its cash flows for each of the years in the two-year period ended June 30, 2026, in conformity with

accounting principles generally accepted in the United States of America.

consolidated financial statements are the responsibility of the Company’s management.

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consolidated financial statements.

We have served as the Company’s auditor since 2017.

have served as the Company’s auditor since 2017.

Francisco, California

September 19, 2025

MARYGOLD COMPANIES, INC.

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Deferred tax assets, net

Assets held for sale

LIABILITIES AND STOCKHOLDERS’ EQUITY

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Accounts payable and accrued expenses

Lease liabilities, current portion

Operating lease liabilities, current portion

Advance from buyer of Brigadier Security Systems (Note 7)

Purchase consideration payable

Loans payable, current portion

Purchase consideration payable, current portion

Note payable, current portion

Total current liabilities

Purchase consideration payable, net of current portion

Lease liabilities, net of current portion

Operating lease liabilities, net of current portion

Deferred tax liabilities, net

Liabilities associated with assets held for sale

Total long-term liabilities

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50,000 shares authorized;

13 and 49 shares issued and outstanding at June 30, 2025 and 2024, respectively

13 shares issued and outstanding at both June 30, 2026 and 2025, respectively

Common stock, $ 0.001 par value;

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Additional paid-in capital

Accumulated other comprehensive loss

Accumulated other comprehensive income (loss)

Retained earnings

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Fund management - related party

Food products

Beauty products

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Salaries and compensation

General and administrative expense

Fund operations

Marketing and advertising

General and administrative expense

Impairment loss

Marketing and advertising

Depreciation and amortization

Total operating expenses

Loss from operations

Other (expense) income:

Loss from continuing operations

Other income (expense):

Interest and dividend income

Interest expense

Other (expense) income, net

Total other (expense) income, net

Loss before income taxes

Other income (expense), net

Total other income (expense), net

Loss from continuing operations before income taxes

Benefit from income taxes

Net loss from continuing operations

Net income from discontinued operations (see Note 3)

Weighted average shares of common stock

Basic and diluted

Net loss per common share

Basic and diluted

accompanying notes are an integral part of these consolidated financial statements.

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Year Ended June 30,

Foreign currency translation loss

Foreign currency translation gain (loss)

Reclassification of cumulative translation adjustment to earnings upon sale of Brigadier

Comprehensive loss

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Comprehensive

Income (Loss)

Stockholders’

Stock (Series B)

Preferred Stock (Series B)

Accumulated Other

Comprehensive

Stockholders’

at July 1, 2023

of restricted stock awards

on currency translation

at June 30, 2024

of common stock less offering costs

of restricted stock awards

on currency translation

of stock awards

of Series B Preferred Stock into Common Stock

repurchased to cover employee payroll taxes in connection with restricted stock awards

at June 30, 2025

Balance at June 30, 2024

Sale of common stock less offering costs

Issuance of restricted stock awards

Loss on currency translation

Cancellation of stock awards

Stock-based compensation

Conversion of Series B Preferred Stock into Common Stock

Shares repurchased to cover employee payroll taxes in connection with restricted stock awards

Balance at June 30, 2025

Issuance of restricted stock awards

Gain on currency translation

Gain (loss) on currency translation

Cancellation of stock awards

Reclassification of cumulative translation adjustment to earnings upon sale of Brigadier

Stock-based compensation

Shares repurchased to cover employee payroll taxes in connection with restricted stock awards

Balance at June 30, 2026

accompanying notes are an integral part of these consolidated financial statements.

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Depreciation and amortization

Gain on sale of Brigadier (see Note 7)

Stock-based compensation

Loss (gain) on investments

(Gain) loss on investments

Non-cash interest expense

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Purchase of investments

Cash advance received from buyer for sale of Brigadier Security Systems (Note 16)

Cash paid for acquisition of business, net

Deposit related to investment

Proceeds from the sale of Brigadier, net of cash disposed

Purchase of property and equipment

Payment of purchase consideration payable

Net cash provided by (used in) investing activities

Net cash provided by investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

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Repurchase of shares to satisfy tax withholding for restricted stock

Net cash provided by (used in) financing activities

Net cash (used in) provided by financing activities

Effect of exchange rate change on cash and cash equivalents

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NON-CASH INVESTING AND FINANCING ACTIVITIES:

Original issue discount and loan fee added to note payable balance

Reclassification of advance from buyer included in gain on sale of Brigadier

Acquisition of operating right-of-use assets through operating lease liability

Purchase consideration payable

accompanying notes are an integral part of these consolidated financial statements.

ORGANIZATION AND DESCRIPTION OF BUSINESS

The 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 on a multinational scale that is focused upon financial services, exchange traded funds management and certain other

business activities listed below:

Fund Management - USCF Investments, Inc., a Delaware corporation (“USCF Investments”), with corporate

headquarters in Walnut Creek, California and its wholly owned subsidiaries, which provide fund management services to exchange traded

fund and exchange traded products (“ETFs”):

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

on a multinational scale that is focused upon financial services, exchange traded funds management and certain other business activities

listed below:

Fund Management - USCF Investments, Inc., a Delaware corporation (“USCF Investments”), with corporate headquarters in

Walnut Creek, California and its wholly owned subsidiaries, which provide fund management services to exchange traded fund and exchange

traded products (“ETFs”):

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

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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.

Brigadier was sold to a related party on July 1, 2025 (see Note 16.

Subsequent Events).

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

Financial Services:

Marygold & Co., a Delaware corporation, and its wholly owned subsidiary,

Marygold & Co., a Delaware corporation, whose principal business office is located in Walnut Creek, California;

Marygold & Co.

Advisory Services, LLC, a Delaware limited liability company, whose principal business offices are located in Walnut

Creek, California;

Advisory Services, LLC, a wholly owned subsidiary of Marygold & Co., a Delaware limited liability

company was dissolved effective February 17, 2026.

& 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:

Limited f/k/a Tiger Financial & Asset Management Limited, a company incorporated and registered in England and Wales, whose

registered office is in Northampton, England;

Limited f/k/a Tiger Financial & Asset Management Limited, a company incorporated and registered in England and Wales,

whose registered office is in Northampton, England;

Financial Planners Limited, a company incorporated and registered in England and Wales, whose registered office is in Staffordshire,

Food 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 its principal manufacturing facility in Napier, New Zealand.

As of March 31, 2026, the Company formally approved a plan to dispose of this segment and thus this segment is being presented as discontinued operations (see Note 3.

Discontinued Operations).

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

Brigadier was sold to a related party on July 1, 2025 (see Note 7.

Sale of Brigadier).

Company manages its operating businesses on a decentralized basis.

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exhausted and the potential for recovery is considered remote.

As of June 30, 2025 and 2024, the Company had immaterial amounts reserved

As of June 30, 2026 and 2025, the Company had de minimis amounts reserved

for credit losses.

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are no significant concentrations for the other operating subsidiaries on a consolidated basis.

which consist of (i) food products, printing supplies, and packaging in New Zealand;

(ii) hair and skin care finished products and components

(iii) security system hardware in Canada and (iv) printed debit cards and wearables in the US and all are valued at the lower

of cost or net realizable value.

Inventories in Canada and New Zealand are maintained on the first-in, first-out method, while inventory

in the U.S is maintained using the average cost method.

Inventories include product cost, inbound freight and warehousing costs where

An assessment is made at the end of each fiscal quarter to determine what slow-moving inventory items, if any, should be

deemed obsolete and written down to their estimated net realizable value.

Inventories consist of hair and skin care finished products and components in the US, and are valued at the lower

of cost or net realizable value using the average cost method.

Inventories include product cost, inbound freight and warehousing costs

where applicable.

An assessment is made at the end of each fiscal quarter to determine what slow-moving inventory items, if any, should

be deemed obsolete and written down to their estimated net realizable value.

For the years ended June 30, 2026 and 2025 , the expense

for slow moving or obsolete inventory was not material.

for slow moving or obsolete inventory was de minimis.

Inventories previously associated with the Food Products segment in New Zealand

are included within Assets held for sale on the Consolidated Balance Sheets (see Note 3.

Discontinued Operations).

Inventories associated

with the Security Systems segment in Canada were disposed of in connection with the sale of Brigadier on July 1, 2025 (see Note 7.

of Brigadier).

and Equipment

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right-of-use assets also include any lease payments made at or before the commencement date and are reduced by any lease incentives received.

The Company’s lease terms may include options to extend the lease when it is reasonably certain that it will exercise

any such options.

For the majority of its leases, the Company concluded that it is not reasonably certain that any renewal options would

be exercised, and, therefore, the amounts are not recognized as part of operating lease right-of-use assets nor operating lease liabilities.

Leases with an initial term of 12 months or less are not recorded on the balance sheet and expensed as incurred and included within rent

expense under general and administrative expense.

The Company’s lease terms may include options to extend the lease when it is reasonably certain that it will exercise any such

For the majority of its leases, the Company concluded that it is not reasonably certain that any renewal options would be exercised,

and, therefore, the amounts are not recognized as part of operating lease right-of-use assets nor operating lease liabilities.

with an initial term of 12 months or less are not recorded on the balance sheet and expensed as incurred and included within rent expense

under general and administrative expense.

Lease expense is recognized on a straight-line basis over the expected lease term.

Company has one finance lease wherein ownership of the underlying asset will be transferred to the Company at the end of the lease term.

The underlying asset of the finance lease is a solar energy system at Gourmet Foods that is included with Property and equipment on the

The underlying asset of the finance lease is a solar energy system at Gourmet Foods that is included with Assets held for sale on the

Consolidated Balance Sheets.

assets consist of brand names, recipes, customer relationships and the internally developed software for the Fintech app developed

assets consist of brand names, customer relationships and the internally developed software for the Fintech app developed by

Intangible assets with finite lives are amortized over the estimated useful life.

Intangible assets including those

with indefinite lives are evaluated for impairment at least on an annual basis and whenever events or changes in circumstances

indicate that the carrying value may not be recoverable.

When it is determined that an intangible asset is impaired, the Company

recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets.

The Company recorded an

impairment loss of $ 1.0 million

during fiscal 2024 relating to intangible assets in its beauty products segment and there was no

impairment recorded during fiscal 2025 .

Intangible assets including those with indefinite

lives are evaluated for impairment at least on an annual basis and whenever events or changes in circumstances indicate that the carrying

value may not be recoverable.

When it is determined that an intangible asset is impaired, the Company recognizes an impairment loss based

on the excess of the carrying amount over the fair value of the assets.

The Company recorded an impairment loss of $ 0.7 million during

fiscal 2026 relating to intangible assets in its financial services segment in the U.K.

and there was no impairment recorded during fiscal

represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a business combination transaction.

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The Company recorded a goodwill impairment loss of $ 2.0 million during fiscal 2026 relating

to its beauty products segment and there was no impairment recorded during fiscal 2024 .

to its financial services segment in the U.K.

and there was no impairment recorded during fiscal 2025 .

of Long-Lived Assets

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Debt securities included

in short-term investments are acquired with the intent to sell in the near term, are accounted for as trading securities, and are carried at fair value.

Any changes in the fair

value of trading debt securities and equity securities are reflected as a component of other income (expense) in the consolidated statement

in short-term investments are acquired with the intent to sell in the near term, are accounted for as trading securities, and are carried

at fair value.

Any changes in the fair value of trading debt securities and equity securities are reflected as a component of other income

(expense) in the consolidated statement of operations.

The Company measures the investments at fair value at period end with any changes

in fair value reflected as unrealized gains (losses) which is included as part of other income (expense) in the Consolidated Statements

of Operations.

The Company measures the investments at fair value at period end with any changes in fair value reflected as unrealized

gains (losses) which is included as part of other income (expense) in the Consolidated Statements of Operations.

The Company values

its investments in accordance with ASC 820 – Fair Value Measurements and Disclosures (“ASC 820”).

ASC 820 defines fair

value, establishes a framework for measuring fair value in U.S.

GAAP, and expands disclosures about fair value measurement.

ASC 820 establishes

a fair value hierarchy that distinguishes between:

(1) market participant assumptions developed based on market data obtained from sources

independent of the Company (observable inputs) and (2) the Company’s own assumptions about market participant assumptions developed

based on the best information available under the circumstances (unobservable inputs).

The three levels defined by the ASC 820 hierarchy

are as follows:

The Company values its investments in accordance with ASC 820 – Fair Value Measurements and Disclosures (“ASC

ASC 820 defines fair value, establishes a framework for measuring fair value in U.S.

GAAP, and expands disclosures about

fair value measurement.

ASC 820 establishes a fair value hierarchy that distinguishes between:

(1) market participant assumptions developed

based on market data obtained from sources independent of the Company (observable inputs) and (2) the Company’s own assumptions

about market participant assumptions developed based on the best information available under the circumstances (unobservable inputs).

The three levels defined by the ASC 820 hierarchy are as follows:

1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability

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that is significant to the fair value measurement in its entirety.

consists of fees earned through management of investment funds in the United States and in the United Kingdom primarily based on assets

under management (“AUM”), sales of gourmet meat pies and printing of food wrappers in New Zealand, sales of security alarm

system installation and maintenance services in Canada, and sales of hair and skin care products in the United States and internationally.

Revenue is accounted for net of sales taxes, sales returns, and trade discounts.

The performance obligation is satisfied when the product

has been shipped and title, risk of loss and rewards of ownership have been transferred.

For most of the Company’s product sales

or services, the revenue recognition criteria described below are met at the time the product is shipped, the subscription period commences,

or the management services are provided.

For our Brigadier subsidiary in Canada, the Company operates under contract with an alarm monitoring

company that pays a percentage of its recurring monitoring fee to Brigadier in exchange for continued customer service and support functions

with respect to each customer maintained under contract by the monitoring company.

The Company has no costs of contracts which require

capitalization.

consists of fees earned through management of investment funds in the United States and in the United Kingdom primarily based on

assets under management (“AUM”), sales of gourmet meat pies and printing of food wrappers in New Zealand (which is now

classified within discontinued operations – see Note 3), sales of security alarm system installation and maintenance services

in Canada, and sales of hair and skin care products in the United States and internationally.

Revenue is accounted for net of sales

taxes, sales returns, and trade discounts.

The performance obligation is satisfied when the product has been shipped and title, risk

of loss and rewards of ownership have been transferred.

For most of the Company’s product sales or services, the revenue

recognition criteria described below are met at the time the product is shipped, the subscription period commences, or the

management services are provided.

For our Brigadier subsidiary in Canada, the Company operates under contract with an alarm

monitoring company that pays a percentage of its recurring monitoring fee to Brigadier in exchange for continued customer service

and support functions with respect to each customer maintained under contract by the monitoring company.

The Company has no costs of

contracts which require capitalization.

The Company’s only contract assets are accounts receivable.

The Company has no contract liabilities other than

deposits received periodically which are insignificant to the consolidated financial statements.

The Company generates revenue, in part,

through contractual monthly recurring fees received for providing ongoing customer support services to monitoring company clientele.

The Company has no

contract liabilities other than deposits received periodically which are insignificant to the consolidated financial statements.

Company generates revenue, in part, through contractual monthly recurring fees received for providing ongoing customer support

services to monitoring company clientele.

five-step process governing contract revenue reporting includes:

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Marketing and advertising costs for the years ended June 30 , 2026 and

were $ 2.5 million and $ 3.2 million, respectively.

2025 were $ 2.3

million and $ 2.5 million,

respectively.

Company defines operating segments as components about which separate financial information is available that is evaluated regularly

by the chief operating decision maker, which is our Chief Executive Officer, in deciding how to allocate resources and in assessing performances.

Stock-Based Compensation

use the fair value method of accounting for our stock options and restricted stock awards (“RSAs”) granted to employees and

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Accounting Pronouncements

November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

2023-07, Improvements to Reportable Segment Disclosures (Topic 280).

The guidance expands the disclosures required for

reportable segments in our annual and interim consolidated financial statements, primarily through enhanced disclosures about

significant segment expenses.

The standard became effective for us beginning with our annual reporting for fiscal year 2025 and

interim periods thereafter.

The adoption of the new standard did not have a material impact on our segment reporting disclosures.

December 2023, the FASB issued ASU No.

2023-09, Improvements to Income Tax Disclosures (Topic 740).

The guidance requires disclosure

of disaggregated income taxes paid, prescribes standardized categories for the components of the effective tax rate reconciliation, and

modifies other income tax-related disclosures.

The standard will be effective for us beginning with our annual reporting for fiscal year

2026, with early adoption permitted.

We are currently evaluating the impact of this standard on our income tax disclosures.

For the year ended June 30, 2026, the Company adopted Accounting Standards Update (ASU) No.

2023-09, Income Taxes

Improvements to Income Tax Disclosures (ASU 2023-09) on a prospective basis.

This standard improves the transparency of income

tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation

and income taxes paid disaggregated by jurisdiction.

It also includes certain other amendments to improve the effectiveness of income

tax disclosures.

The adoption of this new standard did not have a material impact on our consolidated financial statements.

For additional

information, see Note 14.

Income Taxes.

DISCONTINUED OPERATIONS

March 31, 2026, the Company committed to a plan to dispose of its Food Products segment which is a distinct reporting segment and

includes all operations conducted in New Zealand.

The Food Products segment consists of two legal entities:

Gourmet Foods, Ltd.

which is a bakery business and Printstock Products Limited which is a printing business for the food industry.

The Company expects

to dispose of these two entities either collectively or separately through a sale or sales to a third party.

The decision to divest

the Food Products segment was driven by management’s strategic initiative to focus on its Fund Management and Financial

Services related businesses.

The disposal represents a strategic shift that will have a significant impact on the Company’s

operations and financial results, including the exit from New Zealand and the Food Products segment.

The Company is actively

marketing the Food Products segment and expects the transaction to be completed within twelve months of the classification date.

Company has engaged a business broker to assist with the sale of the Food Products segment.

Upon completion of a transaction, the

broker is entitled to a success fee of up to 6 % of the transaction value.

There can be no assurance the Company will be successful

in divesting this business upon terms acceptable to the Company or as to the timing or terms of the final transaction or series of

transactions.

following table presents the major classes of assets and liabilities classified as held for sale for each of the periods presented (in

OF MAJOR CLASSES OF ASSETS AND LIABILITIES CLASSIFIED AS HELD FOR SALE

June 30, 2026

June 30, 2025

Accounts receivable

Prepaid income tax and tax receivable

Property and equipment

Operating lease right-of-use assets

Intangible assets (including goodwill)

Total assets held for sale

Accounts payable and accrued expenses

Lease liabilities

Total liabilities associated with assets held for sale

following table summarizes the results of the discontinued operations of the Food Products segment for the periods presented (in thousands).

Year Ended June 30,

Cost of revenue

Total operating expenses

Net income from discontinued operations

following table summarizes the net cash provided by (used in) operating activities of the discontinued operations of the Food Products

segment for the periods presented (in thousands).

There were no material cash flows from investing or financing activities during these

respective periods.

Year Ended June 30,

Net cash provided by (used in) operating activities

NET LOSS PER SHARE

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This calculation includes the weighted average

number of Series B Convertible Preferred shares outstanding also as they are deemed to be substantially similar to the common shares

and shareholders are entitled to the same liquidation and dividend rights.

Diluted net loss per share is based on the assumption that

all dilutive convertible shares and stock options were converted or exercised.

number of shares of Series B, Voting, Convertible Preferred Stock (“Series B Preferred Stock”) outstanding as they are deemed

to be substantially similar to the common shares and shareholders are entitled to the same liquidation and dividend rights and each share

of Series B Preferred Stock is convertible at any time into 20 shares of the Company’s common stock.

Diluted net loss

per share is based on the assumption that all dilutive convertible shares, restricted stock awards and stock options were converted,

released or exercised.

Dilution is computed by applying the treasury stock method.

Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later),

and as if funds obtained thereby were used to purchase common stock at the average market price during the period.

For the year ended

June 30, 2025, the Company excluded 343,667 shares related to outstanding stock options, 193,857 shares related to outstanding restricted stock awards

and 82,500 shares related to outstanding warrants, and for the year ended June 30, 2024, the Company excluded 540,881 shares related to

outstanding stock options, 681,315 shares related to outstanding restricted stock awards and 82,500 shares related to outstanding warrants,

respectively, from the diluted net loss per share calculation as their effect would be anti-dilutive.

Since the Company generated a net

loss in both fiscal 2025 and 2024, basic and diluted net loss per share were the same.

Under this method, options and warrants are assumed

to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to

purchase common stock at the average market price during the period.

Since the Company

generated a net loss in both fiscal 2026 and 2025, basic and diluted net loss per share were the same.

The Company excluded the following

shares from the diluted net loss per share calculation as their effect would be anti-dilutive.

SCHEDULE OF ANTI-DILUTIVE SECURITIES

Year Ended June 30, 2026

Year Ended June 30, 2025

Warrants outstanding

Stock options outstanding

Restricted Stock Awards outstanding

Total common stock equivalents excluded

components of basic and diluted net loss per share were as follows (in thousands, except per share data):

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SCHEDULE OF COMPONENTS OF CERTAIN BALANCE SHEET

Restricted cash

Deposit restricted relating to account for Fintech app

Deposit for securing a lease bond

Total restricted cash

Other current assets

Deposit for potential 9.9 % equity interest in financial institution

Prepaid expenses and other current assets

Total other current assets

in the other current assets balance as of June 30, 2024 was a deposit of $ 1.8 million

made in connection with the potential acquisition of a less than 10 %

equity interest in a US domestic financial institution that was seeking certain regulatory approval.

This was accounted for as a

deposit in other current assets until regulatory approval was obtained in September 2024.

Following approval, and the deposit was

converted into an equity interest in the financial institution and has since been presented in other assets, non-current in the

consolidated balance sheet as shown in the table “Other assets, non-current” below.

SCHEDULE OF INVENTORY

Raw materials and supplies

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Property and equipment, net

Manufacturing equipment

Land and building

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Total property and equipment, net

the years ended June 30, 2025 and 2024, depreciation expense for property and equipment totaled $ 0.2 million and $ 0.1 million, respectively.

expense for property and equipment totaled less than $ 0.1 million for the year ended June 30, 2026 and totaled $ 0.2 million for the year

ended June 30, 2025.

SCHEDULE OF OTHER ASSETS NON-CURRENT

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Total other assets, non-current

The $ 1.8 million investment represents an equity interest of less than 10 % in a domestic financial institution and the $ 0.5 million investment

represents a 10 % equity interest in a registered investment advisor.

These equity interests do not have readily determinable fair values

and are measured at cost minus impairment.

There have been no impairments, downwards adjustments, nor upward adjustments during the periods

presented nor cumulatively.

$ 1.8 million investment as of June 30, 2025 represents an equity interest of less than 10 % in a domestic private bank and the $ 0.5 million

investment represents a 10 % equity interest in a registered investment advisor.

These equity interests do not have readily determinable

fair values and are measured at cost minus impairment.

During fiscal 2026 the Company recorded an impairment charge of $ 0.9 million, which is included within Impairment loss on the Consolidated Statement of Operations, on its

investment in the domestic private bank based on continuing losses at the bank.

Other than the $ 0.9 million impairment taken in fiscal 2026, there have been no other impairments, downward adjustments

or upward adjustments during the periods presented or cumulatively.

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

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Accrued payroll, vacation and bonus payable

Taxes payable

Total accounts payable and accrued expenses

Investments, from time to time, provides initial seed capital in connection with the creation of ETPs or ETFs that are managed by

USCF or USCF Advisers.

USCF Investments classifies these investments as current assets as these investments are generally sold

within one year of the balance sheet date.

Investments in which no controlling financial interest or significant influence exists

are recorded at fair value with the change included in earnings on the Consolidated Statements of Operations.

As of June 30, 2025

and 2024, the Company has investments totaling $ 3.6

USCF Investments classifies these investments as current assets as the intention is for these investments to

generally be sold within one year of the balance sheet date;

however occasionally these investments have been held for over one year.

Investments in which no controlling financial interest or significant

influence exists are recorded at fair value with the change included in earnings on the Consolidated Statements of Operations.

June 30, 2026 and 2025, the Company has investments totaling $ 1.3

million and $ 3.6

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invests in marketable securities.

The Company recognized unrealized losses of $ 0.8

million and unrealized gains of $ 0.1

The Company recognized unrealized gains of $ 0.6

million and unrealized losses of $ 0.8

million for the years ended June 30, 2026 and 2025, respectively.

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Total short-term investments

the years ended June 30, 2025 and 2024, there were no transfers between Level 1 and Level 2.

BUSINESS COMBINATIONS

January 31, 2024, Marygold UK entered into a Share Purchase Agreement (“SPA”) to acquire all the issued and outstanding shares

of Step-By-Step Financial Planners Limited (“Step-By-Step”), subject to certain closing conditions and regulatory approval.

The transaction closed on April 30, 2024 with an agreed purchase price of $ 1.2 million, subject to adjustment as provided for in the

Marygold UK paid $ 0.7 million upon the closing, $ 0.3 million during fiscal year 2025 and the remaining $ 0.2 million will be paid

in the quarter ended December 31, 2025 as provided in the SPA.

In connection with the acquisition, the Company recorded goodwill of $ 0.6

Step-By-Step is an asset manager and investment advisor based in Staffordshire, England with assets under management of $ 42.4

million and $ 36.6 million as of June 30, 2025 and 2024, respectively.

Step-By-Step will be operated as a subsidiary of Marygold UK.

addition to growing the business through increasing assets under management, Marygold UK has expanded the fintech mobile app services

developed in the U.S.

into the U.K.

through the established contacts and certifications held by Step-By-Step.

the years ended June 30, 2026 and 2025, there were no transfers between the fair value levels.

SALE OF BRIGADIER

June 17, 2025, the independent members of the Board of Directors

of the Company were presented with a proposed transaction for the sale of the Company’s wholly owned subsidiary, Brigadier Security

Systems (2000) Ltd., a Canadian registered corporation (“Brigadier”).

The independent members of the Board of Directors reviewed

an independent valuation of the fair market value of Brigadier and based upon such valuation and their review of the terms of the proposed

transaction, approved the transaction.

June 19, 2025, the Company entered into a stock purchase agreement (“Agreement”) with

SKCAL LLC, an Arizona limited liability company (“SKCAL”), pursuant to which the Company agreed to sell to SKCAL all

of the shares of stock (“Shares”) that it owns in its wholly owned subsidiary, Brigadier.

Scott Schoenberger, a director

and a 10.9 % shareholder of the Company, is the sole member of SKCAL.

The closing (“Closing”) of the sale of Shares took place

on July 1, 2025 (“Closing Date”) .

to the Agreement, the purchase price for the Shares acquired by SKCAL at Closing was $ 2.2 million subject to certain adjustments thereto.

An initial payment of $ 0.2 million was paid within a few days of the execution and delivery of the Agreement by the parties.

An additional

$ 1.0 million was paid near the Closing Date, of which $ 0.5 million was received as of June 30, 2025.

A final payment of $ 1.0 million

was payable on September 1, 2025, subject to adjustment upward or downward thereto in the event of a difference between the Closing Date

schedule of Brigadier’s current assets and liabilities as of June 30, 2025 (“Target Balance Sheet”), and the schedule

of Brigadier’s audited current assets and liabilities as of June 30, 2025 (“Final Balance Sheet”), including adjustments

in the event accounts receivable become uncollectable, cash balances increase or decrease, and/or any liabilities arise prior to Closing

but which were not set forth on such Target Balance Sheet.

After a comparison of the Final Balance Sheet and the Target Balance Sheet,

it was determined and agreed that an upwards adjustment of $ 0.1 million be added to the purchase price resulting in the final payment

amount being $ 1.1 million.

audit committee of the Company continued to have oversight of the transaction through the Closing Date of July 1, 2025, and the final

payment adjustment procedures concluding on September 1, 2025.

While the Chief Operating Decision Maker evaluated the security systems

segment for operational purposes through June 30, 2025, this was not considered a significant operation to the Company during the years

ended June 30, 2025 and 2024, respectively.

The Company received total proceeds of $ 2.3

million for the sale and had a cost

basis in Brigadier of $ 1.7

million and thus recorded a gain on

the sale of Brigadier of $ 0.6

IMPAIRMENT LOSS

fiscal 2024, the Company recorded an impairment loss of $ 1.4 million related to the goodwill and other intangible assets in its beauty

products business unit.

The business unit has been suffering from increased losses resulting from pandemic-related changes in its distribution

channels and increased costs.

The impairment loss of $ 1.4 million included goodwill of $ 0.4 million and indefinite and finite lived intangible

assets totaling $ 1.0 million relating to brand name, formulas and customer relations.

The Company determined the fair value of the reporting

unit using multiple methods including discounted cash flows and pricing of comparable companies.

fiscal 2026, the Company recorded an impairment loss of $ 2.7

million related to goodwill and other intangible assets in its U.K.

financial services business unit.

The business unit had been

suffering from increased losses resulting from loss of client accounts, which was accelerated by the departure of a former executive

of the acquired businesses.

The impairment loss included intangible assets of $ 0.2

million relating to brand name and $ 0.5

million relating to customer relationships.

The Company determined the fair value of the reporting unit using multiple methods,

including discounted cash flows and pricing of comparable companies.

In addition to the $ 2.7

million impairment charge related to the U.K.

financial services business unit, the Company also recorded a $ 0.9

million impairment charge related to an equity investment, as further described in Note 5.

Certain Balance Sheet Details.

in the carrying amount of goodwill were as follows (in thousands):

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June 30, 2025

Translation Adjustments

Dispositions / Impairments

June 30, 2026

Beauty products - Original Sprout

Food products - Gourmet Foods

Security systems – Brigadier

Financial services - Marygold & Co.

to Note 6, Business Combinations, regarding increase in goodwill during the years ended June 30, 2024.

Company tests for goodwill impairment at each reporting unit annually on June 30.

Refer to Note 8, Impairment Loss, regarding the goodwill

impairment recorded during 2024.

impairment recorded during fiscal 2026.

The Company sold Brigadier during fiscal 2026 (see Note 7.

Sale of Brigadier for additional information

on the sale).

INTANGIBLE ASSETS

The Company’s intangible assets consisted of the following.

fiscal 2026, the Company’s intangible assets were either impaired as it relates to the Financial Services - Marygold & Co.

(UK) assets (see Note 8.

Impairment Loss), moved to Assets held for sale as it relates to the Food Products in New Zealand assets (see

Discontinued Operations) or became fully amortized.

The Company’s intangible assets consisted of the following at June

SCHEDULE OF INTANGIBLE ASSETS

June 30, 2025

Intangible Assets

Weighted Average Remaining Life (in years)

Intangible Assets (Gross)

Accumulated Amortization

Intangible Asset (Net)

(dollars in thousands)

Customer relationships

Brand name – indefinite lived

Internally developed software

Intangible Assets

Intangible Assets (Gross)

assets (gross)

Accumulated amortization

Intangible Asset (Net)

June 30, 2025

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amortization expense for intangible assets was $ 0.2 million and $ 0.3 million for the years ended June 30, 2026 and 2025, respectively.

Note 7, Impairment Loss, regarding the intangible asset impairment recorded during fiscal 2025.

remaining amortization expenses of intangible assets for the next five fiscal years and thereafter are as follows (in thousands):

SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE

Years Ending June 30,

RELATED PARTY TRANSACTIONS

Investments - Related Party Transactions

Funds managed by USCF and USCF Advisers are considered to be related parties.

The Company’s fund management revenue, totaling

million and $ 19.0

million for the years ended June 30, 2025 and 2024, respectively, were earned from these related parties.

Accounts receivable,

totaling $ 1.3

million and $ 1.5

million as of June 30, 2025 and 2024, respectively, were owed from the Funds that are related parties.

USCF Investments, from time

to time, provides initial investments in the creation of ETP and ETF funds that USCF manages.

As of June 30, 2025 and 2024, the

Company has investments totaling $ 3.6

million and $ 7.5

million, respectively, of funds managed by USCF Advisers.

The Company owns approximately 21 %

of the outstanding shares of these investments as of June 30, 2025 and 2024, respectively.

USCF Advisers was contractually obligated to pay license fees to an affiliated entity for fiscal years 2025 and 2024.

In February 2025, the license fee agreement was amended to reduce all remaining 2025 and future license fees to zero.

As of June 30, 2025,

all obligations had been paid.

Total fees paid were $ 0.3 million and $ 0.1 million for the years ending June 30, 2025 and 2024, respectively.

Brigadier Security Systems - Related Party Transactions

On June 19, 2025, the Company entered

into a stock purchase agreement with SKCAL LLC, an Arizona limited liability company, pursuant to which the Company has

agreed to sell to SKCAL LLC all of the shares of stock it owns in its wholly owned subsidiary, Brigadier Security Systems (2000)

Ltd., a Canadian registered corporation for $ 2.2 million.

Scott Schoenberger, a director and 10.9 %

shareholder of the Company, is the sole member of SKCAL LLC making this transaction between related parties (see Note 16.

Subsequent Events for more details) .

NOTES PAYABLE

funds managed by USCF LLC and USCF Advisers are considered related parties for financial accounting purposes.

The Company’s fund

management revenue, totaling $ 21.1 million and $ 17.1 million for fiscal years 2026 and 2025, respectively, were earned from these related

Accounts receivable, totaling $ 2.7 million and $ 1.3 million as of June 30, 2026 and 2025, respectively, were owed from these

related parties.

USCF Investments, from time to time, provides initial seed capital investments in connection with the organization of

ETP and ETF funds that USCF LLC manages.

As of June 30, 2026 and June 30, 2025, the Company held a total of $ 1.3 million and $ 3.6 million,

respectively, in funds managed by USCF Advisers which are included in investments on the consolidated balance sheets.

The Company owns

16 % and 21 % of the outstanding shares of or other interest in these funds as of June 30, 2026 and 2025, respectively.

Included in interest

and dividend income on the consolidated statements of operations are $ 0.1 million and $ 1.0 million for fiscal 2026 and 2025,

respectively, of dividends earned from these related party investments.

During the year ended June 30, 2026, USCF reimbursed one of its funds that it manages $ 2.5 million due to a trading

error which occurred in the execution of an oil futures trade.

The reimbursement is reflected as a reduction in revenue on the Consolidated

Statement of Operations.

Advisers is no longer contractually obligated to pay license fees to an affiliated entity related to intellectual property rights for

two of the funds during fiscal 2026 and 2025 as both parties agreed to terminate the license fee.

The amount of license fee accrued as

an expense during fiscal 2026 and 2025 was zero and $ 0.3 million, respectively.

Security Systems - Related Party Transactions

June 19, 2025, the Company entered into a stock purchase agreement with SKCAL LLC, an Arizona

limited liability company, pursuant to which the Company has agreed to sell to SKCAL LLC all of the shares of stock it owns in its wholly

owned subsidiary, Brigadier Security Systems (2000) Ltd., a Canadian registered corporation for $ 2.2 million.

Scott Schoenberger, a director

and 10.9 % shareholder of the Company, is the sole member of SKCAL LLC making this transaction between related parties (see Note 7.

of Brigadier for more details) .

September 19, 2024, we entered into a note purchase agreement the (“Purchase Agreement”) with Streeterville Capital, LLC

(“Holder”), pursuant to which we agreed to issue and sell to Holder a secured promissory note in an initial principal

amount of $ 4,380,000

(“Holder”), pursuant to which we agreed to issue and sell to Holder a secured promissory note in an initial principal amount

of $ 4,380,000

(“Initial Note”) payable on or before 24

months from the issuance date (“Maturity Date”) and, upon the satisfaction of certain conditions in the Purchase

Agreement, up to one additional secured promissory note (“Subsequent Note,” Initial Note and Subsequent Note collectively referred to as

The initial principal amount of the Notes includes an original issue discount of 9 %

months from the issuance date (“Maturity Date”)

and, upon the satisfaction of certain conditions in the Purchase Agreement, up to one additional secured promissory note (“Subsequent

Note,” Initial Note and Subsequent Note collectively referred to as “Notes”).

The initial principal amount of the Notes

includes an original issue discount of 9 %

and expenses that the Company agreed to pay to the Holder to cover the Holder’s transaction costs.

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All payments made under

the Notes, including any repayments, are subject to an additional payment amount equal to 6% of the portion of the outstanding

balance being repaid.

The Subsequent Note would have a principal amount of $ 2,180,000 ,

which will have terms substantially similar to the terms of the Initial Note.

The original issue discount of the Subsequent Note, if

issued, would be $ 180,000 .

Purchase Agreement contains certain covenants and agreements, including that we will not pledge or grant any lien or security interest

in our or our subsidiaries’ assets without the Holder’s prior written consent and that we will file reports under the Securities

Exchange Act timely, and that our shares will continue to be listed or quoted on the NYSE American or Nasdaq.

Also, without the Holder’s

prior written consent, we may not:

issue, incur or guarantee any debt obligations other than trade payables in the ordinary course;

any security that has conversion rights in which the number of shares varies with the market price of our shares;

issue any securities

convertible into our shares with a conversion price that varies with the market price of our shares;

issue any securities that have a

conversion or exercise price subject to a reset due to a change in the market price of our shares or upon the occurrence of certain events

related to our business (but excluding certain standard antidilution protection for any reorganization, recapitalization, noncash dividend,

stock split or similar transaction);

issue any securities pursuant to an equity line of credit, standby equity purchase agreement or

similar arrangement.

The Purchase Agreement also contains a most favored nations provision that provides we will grant to the Holder

the same terms as we offer any subsequent investor in our debt securities and certain arbitration provisions in the event of a claim

arising under the Purchase Agreement and other transaction documents.

Company’s obligations under the Note are secured by:

the Notes, including any repayments, are subject to an additional payment amount equal to 6 %

of the portion of the outstanding balance being repaid.

Purchase Agreement contained certain covenants and agreements, including that we will not pledge or grant any lien or security

interest in our or our subsidiaries’ assets without the Holder’s prior written consent and that we will file reports

under the Securities Exchange Act timely, and that our shares will continue to be listed or quoted on the NYSE American or Nasdaq.

Also, without the Holder’s prior written consent, we may not:

issue, incur or guarantee any debt obligations other than trade

payables in the ordinary course;

issue any security that has conversion rights in which the number of shares varies with the market

price of our shares;

issue any securities convertible into our shares with a conversion price that varies with the market price of

issue any securities that have a conversion or exercise price subject to a reset due to a change in the market price of

our shares or upon the occurrence of certain events related to our business (but excluding certain standard antidilution protection

for any reorganization, recapitalization, noncash dividend, stock split or similar transaction);

issue any securities pursuant to an

equity line of credit, standby equity purchase agreement or similar arrangement.

The Purchase Agreement also contained a most

favored nations provision that provides we will grant to the Holder the same terms as we offer any subsequent investor in our debt

securities and certain arbitration provisions in the event of a claim arising under the Purchase Agreement and other transaction

Company’s obligations under the Note were secured by:

(i) a pledge of all the common stock the Company owns in USCF Investments,

11 unchanged sentences

right is exercised by Company, which cannot be exercised more than once every ninety calendar days.

to the terms of the Purchase Agreement, beginning on the date of the issuance and sale of the Note and ending 24 months later, Holder

will have the right, but not the obligation, with Company’s prior written consent, to reinvest up to an additional $ 10,000,000

in the Company on the same terms and conditions as the Notes (structured as two tranches of $ 5,000,000 each).

Company engaged Maxim Group LLC to serve as placement agent for the transaction between the Company and Holder in exchange for an aggregate

commission equal to 7 % of the gross cash proceeds received from the sale of the Notes.

of June 30, 2025, the note payable balance outstanding, net of the original issue discount and fees paid, was $ 1.3

million, all of which is due within 12 months from June 30, 2025 assuming no deferral rights are exercised.

The effective interest

rate for this note is 41.3 %.

Interest expense for this note payable during fiscal year 2025 was $ 1.2 million which included $ 0.6 million of amortization

of debt issuance costs.

of June 30, 2024, Brigadier had an outstanding principal balance of $ 0.3 million due related to the purchase of its Saskatoon office

land and building.

The bank loan matured and was paid off in full in July 2024.

of June 30, 2025, the note payable balance outstanding, net of the original issue discount and fees paid, was $ 1.3 million.

first quarter of fiscal 2026 the Company paid all principal and interest due under the Note in the aggregate of $ 1.4 million and all

collateral and guarantees pledged to the lender in connection with the Note have been released.

The Company has no other indebtedness.

The effective interest rate for the Note was 41.3 %.

Interest expense for this note payable during fiscal year 2026 and 2025 was $ 0.1

million and $ 1.2 million, respectively.

STOCKHOLDERS’ EQUITY

1 unchanged sentence

connection with the Company’s underwritten public offering in fiscal 2022, the Company issued the underwriter’s warrants

to purchase up to an aggregate of 82,500

shares of Common Stock as compensation for their services related to this issuance.

The warrants may be exercised until March 14,

The exercise price of each warrant is $ 2.40

to purchase up to an aggregate of 82,500 shares of Common Stock as compensation for their services related to this issuance.

may be exercised until March 14, 2027.

The exercise price of each warrant is $ 2.40 per share.

As of June 30, 2026, no warrants were exercised.

6 unchanged sentences

Series A stock.

issued Series B Convertible Preferred Stock is convertible into 20

shares of common stock and carries a vote of 20 shares of common stock in all matters brought before the shareholders for a vote.

During fiscal year 2025, 36,058 shares of Series B Preferred Stock were converted into 721,160 shares of common stock.

There are 13,302

shares of Series B Convertible Preferred Stock outstanding as of June 30, 2025 and 2024, respectively.

issued Series B Convertible Preferred Stock is convertible into 20 shares of common stock and carries a vote of 20 shares of common stock

in all matters brought before the shareholders for a vote.

During fiscal year 2025, 36,058 shares of Series B Preferred Stock were converted

into 721,160 shares of common stock.

There are 13,302 shares of Series B Convertible Preferred Stock outstanding as of June 30, 2026

and 2025, respectively.

2021, the Company adopted the 2021 Omnibus Equity Incentive Plan (“Equity Plan”) which provides for the grant of stock-based

6 unchanged sentences

Stock options issued have a term of

The fair value of the options granted were estimated using the following assumptions:

SCHEDULE OF SHARE BASED COMPENSATION

Year Ended June 30,

Expected volatility

Expected term

Risk-free interest rate

Expected dividend yield

There were no stock option grants during the year ended June 30, 2026.

The fair value of the options granted for the year

ended June 30, 2025 were estimated using the following assumptions:

expected volatility 137 %, expected term 6.1 years, risk free interest

rate 4.5 % and expected dividend yield 0 %.

fair value of RSAs is estimated on the grant date based on the closing quoted market price of the Company’s stock and the RSAs

generally vest over a four-year period following issuance date, subject to continued service.

The fair value of RSAs is recognized

as compensation on a straight-line basis between the date of grant and the date the RSAs become fully vested.

The fair value of RSAs is recognized as

compensation on a straight-line basis between the date of grant and the date the RSAs become fully vested.

fiscal 2026 and 2025, the following activity occurred under the Company’s Equity Plan.

2 unchanged sentences

Restricted Stock

Number of Shares

Weighted Average

Exercise Price

Number of Shares

Balance at June 30, 2024

3 unchanged sentences

total fair value of the stock option grants, calculated using the Black-Scholes option-pricing model using the assumptions noted above,

was determined to be $ 0.1 million and $ 0.3 million for fiscal 2025 and 2024, respectively.

The weighted average remaining contractual

term of the stock options outstanding as of June 30, 2025 was 8.3 years.

The aggregate intrinsic value of stock options outstanding as

of June 30, 2025 was zero .

compensation relating to RSAs totaled $ 0.7 million and $ 0.3 million for the years ended June 30, 2025 and 2024, respectively,

was determined to be zero and $ 0.1 million for fiscal 2026 and 2025, respectively.

The weighted average remaining contractual term of

the stock options outstanding as of June 30, 2026 was 6.2 years.

The aggregate intrinsic value of stock options outstanding as of June

30, 2026 was zero .

compensation relating to RSAs totaled less than $ 0.1 million and $ 0.7 million for the years ended June 30, 2026 and 2025, respectively,

and are included in salaries and compensation in the Consolidated Statements of Operations.

5 unchanged sentences

time such dividends or distributions, as applicable, shall be released and paid).

compensation expense relating to stock options and RSAs totaled $ 0.8

million and $ 0.4

million for the years ending June 30, 2025 and 2024, respectively, and are included in the Consolidated Statements of Operations.

of June 30, 2025, there was $ 0.2

million of unrecognized compensation expense related to outstanding stock options that will be recognized over a remaining weighted

average period of 2.4

years and there was $ 0.2

million of unrecognized compensation expense related to outstanding RSAs that will be recognized over a remaining weighted average

period of 1.0

The aggregate expected stock-based compensation expense remaining to be recognized reflects only awards as of June 30, 2025

and assumes no forfeiture activity.

compensation expense relating to stock options and RSAs totaled $ 0.1 million and $ 0.8 million for the years ending June 30, 2026 and

2025, respectively, and are included in the Consolidated Statements of Operations.

As of June 30, 2026, there was $ 0.1 million of unrecognized

compensation expense related to outstanding stock options and RSAs that will be recognized over a remaining period of 2.1 years.

aggregate expected stock-based compensation expense remaining to be recognized reflects only awards as of June 30, 2026 and assumes no

forfeiture activity.

were no shares issued for vendor services during the years ending June 30, 2026 and 2025 .

following table summarizes loss before income taxes (in thousands):

following table summarizes the loss from continuing operations before income taxes (in thousands):

OF (LOSS) INCOME BEFORE INCOME TAXES

Years Ended June 30,

Year Ended June 30,

United States

Loss before income taxes

Loss from continuing operations before income taxes

Tax Provision

1 unchanged sentence

OF BENEFIT FROM (PROVISION FOR) INCOME TAXES

Years Ended June 30,

Year Ended June 30,

United States

Total benefit from income taxes

Years Ended June 30,

Year Ended June 30,

Total current

4 unchanged sentences

OF DEFERRED TAX ASSETS

Years Ended June 30,

Deferred tax assets:

3 unchanged sentences

Accruals, reserves and other - U.S.

Total deferred tax assets - U.S.

Gross deferred tax assets

valuation allowance

deferred tax assets

Deferred tax liabilities:

3 unchanged sentences

Total net deferred tax assets

Company’s accounting for deferred taxes involves the evaluation of several factors concerning the realizability of the Company’s

net deferred tax assets.

The Company primarily considered such factors as the Company’s history of operating losses, the nature

of the Company’s deferred tax assets and the timing, likelihood and amount, if any, of future taxable income during the periods

in which those temporary differences and carryforwards become deductible.

The Company does not have a valuation allowance as of June

30, 2025 and 2024 as the Company believes that it is more likely than not that the net deferred tax assets will be realized .

benefit from income taxes for the years ended June 30, 2025 and 2024 differed from the amounts computed by applying the statutory federal

income tax rate of 21.0 % to pretax loss as a result of the following (in thousands):

The Company’s accounting for deferred income taxes requires evaluating the realizability of its net deferred

In assessing recoverability, the Company considers all available positive and negative evidence, including historical operating

performance, the nature of the deferred tax assets, and the timing, likelihood, and amount of future taxable income during the periods

when temporary differences and carryforwards become deductible.

Based on this evaluation, the Company established a partial valuation

allowance against certain net deferred tax assets as of June 30, 2026.

The valuation allowance increased by $ 0.4 million during the fiscal

year ended June 30, 2026.

No valuation allowance was recorded as of June 30, 2025, because the Company determined at that time that it

was more likely than not that its net deferred tax assets would be realized.

For the year ended June 30, 2026, the Company adopted ASU 2023-09 prospectively.

Summary of Significant

Accounting Policies - Recent Accounting Pronouncements for additional details on the adoption of ASU 2023-09.

A reconciliation of the

federal statutory income tax rate to the Company’s effective tax rate pursuant to the disclosure requirements of ASU 2023-09

for the year ended June 30, 2026 was as follows:

OF INCOME TAX BENEFIT EXPENSE

Years Ended June 30,

Federal tax benefit at statutory rate

State income taxes

Year Ended June 30, 2026

federal statutory tax rate

State and local income taxes (net of federal benefit)

Permanent differences

Foreign rate differential

Foreign tax effects:

United Kingdom

Statutory tax rate differential between U.K.

Goodwill impairment

Change in valuation allowance

Gain from sale of business

Nontaxable or nondeductible items:

Gain from sale of business

Total tax benefit

Years Ended June 30,

Federal tax benefit at statutory rate

The benefit from income taxes for the year ended

June 30, 2025, prior to the adoption of ASU 2023-09, differed from the amounts computed by applying the statutory federal income tax

rate of 21.0 % to pretax loss as a result of the following (in thousands):

Year Ended June 30, 2025

Federal tax benefit at statutory tax rate

State income taxes

9 unchanged sentences

greater than 50% likely of being realized upon ultimate settlement.

During the year ended June 30, 2024, the Company reduced the balance

of gross unrecognized tax benefits, which included interest and penalties, by $ 0.3 million to zero and the balance remained zero during

the year ended June 30, 2025.

As of June 30, 2025, the balance of gross unrecognized tax benefits was zero , and it remained zero throughout the

year ended June 30, 2026.

of June 30, 2026 and 2025, the Company has federal net operating loss carryforwards of $ 10.4

million and $ 9.4

respectively, and state net operating loss carryforwards of $ 6.9

respectively.

million, respectively, and state net operating loss carryforwards of $ 4.3

million and $ 6.9

million, respectively.

These state operating loss carryforwards begin to expire in 2045.

The federal net operating loss carryforward will carryforward

indefinitely, but is subject to the 80% taxable income limitation.

The federal net operating loss carryforward

will carryforward indefinitely, but is subject to the 80% taxable income limitation.

Company files income tax returns in the United States, and various state and foreign jurisdictions.

8 unchanged sentences

As of June 30, 2026 and 2025, the

Company accrued and recognized as a liability zero and $ 0.1 million, respectively, of interest and related penalties to uncertain tax

Congress enacted the One Big Beautiful Bill Act

(“OBBBA”), which was signed into law on July 4, 2025.

This law changes or makes permanent certain tax laws for corporations,

including provisions relating to domestic research and development costs, bonus depreciation and foreign derived intangible income.

is currently evaluating the potential impact of these provisions on deferred taxes and future tax obligations.

Company accrued and recognized as a liability zero , respectively, of interest and related penalties to uncertain tax positions.

enacted the One Big Beautiful Bill Act (“OBBBA”), which was signed into law on July 4, 2025.

This law changes or makes permanent

certain tax laws for corporations, including provisions relating to domestic research and development costs, bonus depreciation and foreign

derived intangible income.

COMMITMENTS AND CONTINGENCIES

Company leases various facilities and offices in the US, UK, Canada and New Zealand with varying lease terms.

each of the years ended June 30, 2025 and 2024, the combined operating lease costs of the Company totaled $ 0.9 million and are recorded

in general and administrative expense in the Consolidated Statements of Operations.

Company leases various facilities and offices in the US and UK with varying lease terms.

the years ended June 30, 2026 and 2025, the combined operating lease costs of the Company totaled $ 0.4 million and $ 0.6 million, respectively,

and are recorded in general and administrative expense in the Consolidated Statements of Operations.

minimum consolidated lease payments for the Company are as follows (in thousands):

1 unchanged sentence

Year Ended June 30,

Finance Lease

Total minimum lease payments

3 unchanged sentences

discount rate of 6.0 % was used to determine the total operating lease liabilities.

The remaining lease term for the Company’s finance

lease was 6.3 years as of June 30, 2025 with an annual interest rate of 7.0 %.

Agreements and Commitments

Marygold US built out its Fintech app, it entered into agreements with various service providers, some of which required long-term

As of June 30, 2025, Marygold US has future payment commitments with some former primary service vendors totaling $ 0.7

million including $ 0.2

million due in fiscal 2026.

It is uncertain what amount of this contractual commitment may be reduced by the vendors as services are no longer

time to time, the Company may be involved in legal proceedings arising primarily from the ordinary course of their respective businesses.

Except as described below, there are no pending legal proceedings against the Company.

The Company’s policy is to expense legal

costs relating to litigation as the costs are incurred.

USCF is an indirect wholly owned subsidiary of the Company.

USCF LLC, as the

general partner of the United States Oil Fund, LP (“USO”) and the general partner and sponsor of the related public funds

may, from time to time, be involved in litigation arising out of its operations in the ordinary course of business.

Except as described

herein, USO and USCF are not currently party to any material legal proceedings.

as of March 31, 2025, the Company determined to pause further development of its Fintech app for the U.S.

As Marygold US

built out its Fintech app, it entered into agreements with various service providers, some of which required long-term contracts.

of June 30, 2026, Marygold US has recorded payment commitments in accounts payable and accrued expenses totaling $ 0.7

million with some former primary service vendors not including an additional $ 0.2

million in unused service commitments.

Similarly, effective June 30, 2026, the Company determined to pause further development of

its Fintech app for the U.K.

As of June 30, 2026, Marygold UK has recorded payment commitments totaling $ 0.1

million with some former primary service vendors not including an additional $ 0.1

million in unused service commitments.

It is uncertain what amount of this contractual commitment may be reduced by the vendors as

such services are no longer required.

time to time, the Company and its subsidiaries may be involved in legal proceedings arising in the ordinary course of their respective

Except as described below, there are no material pending legal proceedings against the Company or its subsidiaries.

LLC is an indirect wholly owned subsidiary of the Company.

USCF LLC, as the general partner of the United States Oil Fund, LP (“USO”)

and the general partner and sponsor of the related public funds may, from time to time, be involved in litigation arising out of its

operations in the ordinary course of business.

Except as described herein, USO and USCF LLC are not currently party to any material legal

United States Oil Fund, LP Securities Litigation

12 unchanged sentences

The Amended Lucas

Class Complaint asserts claims under the 1933 Act, the Exchange Act, and Rule 10b-5 .

The Amended Lucas Class Complaint challenges

statements in registration statements that became effective on February 25, 2020 and March 23, 2020 as well as subsequent public statements

through April 2020 concerning certain extraordinary market conditions and the attendant risks that caused the demand for oil to fall

precipitously, including the COVID-19 global pandemic and the Saudi Arabia-Russia oil price war.

The Amended Lucas Class Complaint purports

to have been brought by an investor in USO on behalf of a class of similarly-situated shareholders who purchased USO securities between

February 25, 2020 and April 28, 2020 and pursuant to the challenged registration statements.

The Amended Lucas Class Complaint seeks

to certify a class and to award the class compensatory damages at an amount to be determined at trial as well as costs and attorney’s

The Amended Lucas Class Complaint named as defendants USCF, USO, John P.

Class Complaint asserts claims under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended (“Securities

Exchange Act”), and Rule 10b-5 under the Securities Exchange Act.

The Amended Lucas Class Complaint challenges statements in registration

statements that became effective on February 25, 2020 and March 23, 2020 as well as subsequent public statements through April 2020 concerning

certain extraordinary market conditions and the attendant risks that caused the demand for oil to fall precipitously, including the COVID-19

global pandemic and the Saudi Arabia-Russia oil price war.

The Amended Lucas Class Complaint purports to have been brought by an investor

in USO on behalf of a class of similarly-situated shareholders who purchased USO securities between February 25, 2020 and April 28, 2020

and pursuant to the challenged registration statements.

The Amended Lucas Class Complaint seeks to certify a class and to award the class

compensatory damages at an amount to be determined at trial as well as costs and attorney’s fees.

The Amended Lucas Class Complaint

named as defendants USCF LLC, USO, John P.

Love, Stuart P.

Crumbaugh, Nicholas D.

Gerber, Andrew

F Ngim, Robert L.

Gerber, Andrew F Ngim, Robert L.

Nguyen, Peter M.

Robinson, Gordon L.

Ellis, and Malcolm R.

Fobes III, as well as the marketing agent, ALPS Distributors,

Inc., and the Authorized Participants:

ABN Amro, BNP Paribas Securities Corporation, Citadel Securities LLC, Citigroup Global Markets,

Inc., Credit Suisse Securities USA LLC, Deutsche Bank Securities Inc., Goldman Sachs & Company, J.P.

Morgan Securities Inc., Merrill

Lynch Professional Clearing Corporation, Morgan Stanley & Company Inc., Nomura Securities International Inc., RBC Capital Markets

LLC, SG Americas Securities LLC, UBS Securities LLC, and Virtu Financial BD LLC.

lead plaintiff has filed a notice of voluntary dismissal of its claims against BNP Paribas Securities Corporation, Citadel Securities

LLC, Citigroup Global Markets Inc., Credit Suisse Securities USA LLC, Deutsche Bank Securities Inc., Morgan Stanley & Company, Inc.,

Nomura Securities International, Inc., RBC Capital Markets, LLC, SG Americas Securities LLC, and UBS Securities LLC.

USO, and the individual defendants in In re:

United States Oil Fund, LP Securities Litigation intend to vigorously contest such claims

and have moved for their dismissal.

Fobes III, as well as the marketing agent, ALPS Distributors, Inc., and the Authorized Participants:

ABN Amro, BNP Paribas Securities Corporation, Citadel Securities LLC, Citigroup Global Markets, Inc., Credit Suisse Securities USA LLC,

Deutsche Bank Securities Inc., Goldman Sachs & Company, J.P.

Morgan Securities Inc., Merrill Lynch Professional Clearing Corporation,

Morgan Stanley & Company Inc., Nomura Securities International Inc., RBC Capital Markets LLC, SG Americas Securities LLC, UBS Securities

LLC, and Virtu Financial BD LLC.

lead plaintiff filed a notice of voluntary dismissal of its claims against BNP Paribas Securities Corporation, Citadel Securities LLC,

Citigroup Global Markets Inc., Credit Suisse Securities USA LLC, Deutsche Bank Securities Inc., Morgan Stanley & Company, Inc., Nomura

Securities International, Inc., RBC Capital Markets, LLC, SG Americas Securities LLC, and UBS Securities LLC.

September 29, 2025, the Court granted the defendants’ motion to dismiss the complaint without prejudice and granted plaintiff leave

to file a motion to amend its complaint.

On November 26, 2025, the plaintiff filed a motion for leave to file a proposed second consolidated

amended complaint, which defendants have opposed.

The motion remains pending before the Court.

LLC, USO, and the individual defendants in In re:

United States Oil Fund, LP Securities Litigation intend to vigorously contest

such claims and have moved for their dismissal.

August 10, 2020, purported shareholder Darshan Mehan filed a derivative action on behalf of nominal defendant USO, against defendants

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All proceedings in the Mehan

Action are stayed pending disposition of the motion(s) to dismiss in In re:

Action are stayed pending final disposition of the motion(s) to dismiss in In re:

United States Oil Fund, LP Securities Litigation.

USO, and the other defendants intend to vigorously contest such claims.

LLC, USO, and the other defendants intend to vigorously contest such claims.

re United States Oil Fund, LP Derivative Litigation

3 unchanged sentences

Love, Stuart P.

Crumbaugh, Andrew F Ngim, Gordon L.

Ellis, Malcolm

Fobes, III, Nicholas D.

Gerber, Robert L.

Nguyen, and Peter M.

Crumbaugh, Andrew F Ngim, Nicholas D.

Gerber, Robert

Nguyen, Gordon L.

Ellis, Malcolm R.

Fobes, III, and Peter M.

Robinson in the U.S.

6 unchanged sentences

They each allege violations of Sections 10(b), 20(a) and 21D of the

Exchange Act, Rule 10b-5 thereunder, and common law claims of breach of fiduciary duties, unjust enrichment, abuse of control, gross

mismanagement, and waste of corporate assets.

These allegations stem from USO’s disclosures and defendants’ alleged actions

in light of the extraordinary market conditions in 2020 that caused demand for oil to fall precipitously, including the COVID-19 global

pandemic and the Saudi Arabia-Russia oil price war.

The complaints seek, on behalf of USO, compensatory damages, restitution, equitable

relief, attorney’s fees, and costs.

The plaintiffs in the Cantrell and AML Actions have marked their actions as related to the

Lucas Class Action.

Court consolidated the Cantrell and AML Actions under the caption In re United States Oil Fund, LP Derivative Litigation, Civil Action

Securities Exchange Act, Rule 10b-5 thereunder, and common law claims of breach of fiduciary duties, unjust enrichment, abuse of control,

gross mismanagement, and waste of corporate assets.

These allegations stem from USO’s disclosures and defendants’ alleged

actions in light of the extraordinary market conditions in 2020 that caused demand for oil to fall precipitously, including the COVID-19

global pandemic and the Saudi Arabia-Russia oil price war.

The complaints seek, on behalf of USO, compensatory damages, restitution,

equitable relief, attorney’s fees, and costs.

The plaintiffs in the Cantrell and AML Actions have marked their actions as related

to the Lucas Class Action.

Court consolidated the Cantrell and AML Actions under the caption In re United States Oil Fund, LP Derivative Litigation , Civil

1:20-cv-06974 and appointed co-lead counsel.

All proceedings in In re United States Oil Fund, LP Derivative Litigation are stayed

pending disposition of the motion(s) to dismiss in In re:

All proceedings in In re United States Oil Fund, LP Derivative Litigation

are stayed pending disposition of the motion(s) to dismiss in In re:

United States Oil Fund, LP Securities Litigation .

USO, and the other defendants intend to vigorously contest the claims in In re United States Oil Fund, LP Derivative Litigation.

accrual has been recorded with respect to the above legal matters as of June 30, 2025 and 2024.

We are currently unable to predict the

timing or outcome of, or reasonably estimate the possible losses or range of, possible losses resulting from these matters.

It is reasonably

possible that this estimate will change in the near term.

An adverse outcome regarding these matters could materially adversely affect

the Company’s financial condition, results of operations and cash flows.

LLC, USO, and the other defendants intend to vigorously contest the claims in In re United States Oil Fund, LP Derivative Litigation .

accrual or reserve has been made with respect to the above legal matters for fiscal 2026 or 2025.

We are currently unable to predict

the timing or outcome of, or reasonably estimate the possible losses or range of possible losses resulting from these matters.

we are vigorously contesting the litigation claims discussed above, in the near term it is reasonably possible that we may be required

to establish a reserve or an accrual in the future depending upon the outcome of any of the foregoing litigation matters.

outcome in any of these matters could materially adversely affect the Company’s financial condition, results of operations and

Company has a 401(k) Profit Sharing Plan (“401K Plan”) covering U.S.

6 unchanged sentences

SEGMENT REPORTING

its operation of the business, our chief operating decision maker (“CODM”), who is our Chief Executive Officer, reviews

revenues and profits in assessing segment performance and deciding how to allocate resources.

Our CODM does not evaluate operating

expenses by segment.

During the periods presented, the Company reported its financial performance based on the following

its operation of the business, our chief operating decision maker (“CODM”), who is our Chief Executive Officer, reviews revenues

and profits in assessing segment performance and deciding how to allocate resources.

Our CODM does not evaluate operating expenses by

During the periods presented, the Company reported its financial performance based on the following segments.

Investments, Inc.

1 unchanged sentence

investment trusts that issue shares which trade on the NYSE Arca stock exchange.

and Printstock Products Limited

and distributes meat pies on a commercial scale in and prints specialty wrappers for the food industry in New Zealand and Australia.

Security Systems (2000) Ltd.

6 unchanged sentences

(UK) Limited, Marygold & Co.

and Step-By-Step Financial Planners Limited

Limited and Step-By-Step

Financial Planners Limited

States and United Kingdom

9 unchanged sentences

Fund management - related party

Food products

Beauty products

4 unchanged sentences

Year Ended June 30,

Operating income (loss):

Income (loss) from continuing operations:

Fund management - related party

Food products

Beauty products

2 unchanged sentences

Corporate headquarters

Total operating loss

Total loss from continuing operations

following table presents a summary of identifiable assets by geographical location (in thousands):

3 unchanged sentences

United Kingdom

Consolidated total

The identifiable assets relating to the Food products segment are included in Note 3.

Discontinued Operations.

SUBSEQUENT EVENTS

June 19, 2025, TMC entered into a stock purchase agreement (“Agreement”) with

SKCAL LLC, an Arizona limited liability company (“SKCAL”) , pursuant to which The Marygold Companies has agreed to sell to SKCAL

all of the shares stock that it owns in its wholly owned subsidiary, Brigadier Security Systems (2000) Ltd., a Canadian registered corporation

(“Brigadier”) .

Scott Schoenberger, a director and a 10.9 % shareholder of The Marygold Companies, is the sole member of SKCAL.

(“Closing”) of the sale of the Shares took place on July 1, 2025, (“ Closing Date ”) .

to the Agreement, the purchase price for the Shares to be acquired by SKCAL at Closing will be $ 2.2

million subject to certain adjustments thereto.

An initial payment of $ 0.2

million was paid within a few days of the execution and delivery of the Agreement by the parties.

An additional $ 1.0

million was paid on or about the Closing Date, of which $ 0.5

million was received as of June 30, 2025.

A final payment of $ 1.0 million

was payable on September 1, 2025, subject to adjustment upward or downward thereto in the event of a difference between the Closing

Date schedule of Brigadier’s current assets and liabilities as of June 30, 2025, ( “ Target Balance

Sheet ” ) and the schedule of Brigadier’s audited current assets and liabilities as of June 30, 2025,

(“ Final Balance Sheet ”) including adjustments in the event accounts receivable become uncollectable, cash

balances increase or decrease, and/or any liabilities arise prior to Closing but which were not set forth on such Target Balance

After a comparison of the Final Balance Sheet and the Target Balance Sheet, it was determined and agreed that an upwards

adjustment of $ 0.1

million be added to the purchase price resulting in the final payment amount being $ 1.1

17, 2025, the independent members of the board of directors of the Company completed their review of an independent valuation of the

fair market value of Brigadier and based upon such valuation and their review of the terms of the proposed transaction, approved the

The audit committee of the Company continued to have oversight of the transaction through the Closing Date of July 1,

2025, and the final payment adjustment procedures concluding on September 1, 2025.

While the Chief Operating Decision Maker

evaluated the security systems segment for operational purposes through June 30, 2025, this was not considered a significant

operation to the Company during the years ended June 30, 2025 and 2024, respectively.

As of June 30, 2025, Brigadier had total assets of $ 1.7 million and total liabilities of $ 0.3 million.

Company has evaluated subsequent events through September 18, 2026, the date the financial statements were issued, and determined that

there were no subsequent events that require recognition or disclosure.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 8. Financial Statements and Supplementary Data