MGLD Marygold Companies Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

☒	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended March 31, 2024

 

OR

 

☐	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from                  to                  .

 

Commission File Number: 001-41318

 

THE MARYGOLD COMPANIES, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		90-1133909
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

 

120 Calle Iglesia

Unit B

San Clemente, CA 92672

(Address of principal executive offices and zip code)

 

949-429-5370

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share		MGLD		NYSE, American LLC

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

 

 

 

As of May 10, 2024, 39,383,459 shares of the registrant’s Common Stock, $0.001 par value per share, were issued and outstanding. In addition, as of this date 49,360 shares of Series B Preferred Stock were issued and outstanding. Each share of Series B Preferred Stock is convertible into 20 shares of Common Stock and votes pari passu on an as if converted basis on all matters presented to our stockholders for a vote.

 

THE MARYGOLD COMPANIES, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2024

 

Table of Contents

 

	Page
PART I. FINANCIAL INFORMATION	4
Item 1. Financial Statements (Unaudited)	4
Condensed Consolidated Balance Sheets	4
Condensed Consolidated Statements of Operations	5
Condensed Consolidated Statements of Comprehensive (Loss) Income	6
Condensed Consolidated Statements of Stockholders’ Equity	7
Condensed Consolidated Statements of Cash Flows	8
Notes to Condensed Consolidated Financial Statements	9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3. Quantitative and Qualitative Disclosures About Market Risk	26
Item 4. Controls and Procedures	26
PART II. OTHER INFORMATION	27
Item 1. Legal Proceedings	27
Item 1A. Risk Factors	27
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3. Defaults Upon Senior Securities	27
Item 4. Mine Safety Disclosures	27
Item 5. Other Information	27
Item 6. Exhibits	27
Signatures	28

 

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q (“Report”) contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “would,” “shall,” “might,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Forward-looking statements contained in this Report include, but are not limited to, statements about:

 

	●	the outcome of certain class action litigation as disclosed under “Note 11- Commitments and Contingencies”;
	●	our future financial performance, including our revenue, cost of revenue, gross profit, gross margin, operating expenses, ability to generate positive cash flow, and ability to achieve and maintain profitability;
	●	the sufficiency of our cash and cash equivalents to meet our working capital, capital expenditure, and liquidity needs;
	●	our operating subsidiaries’ ability to attract and retain customers to use our products or services, to optimize the pricing for our products or services, to expand sales to our customers, and to convince our existing customers to renew subscriptions;
	●	the evolution of technologies affecting our operating subsidiaries’ products, services and markets;
	●	our operating subsidiaries’ ability to innovate and provide a superior user experience and our intentions and strategy with respect thereto;
	●	our operating subsidiaries’ ability to successfully penetrate enterprise markets;
	●	our operating subsidiaries’ ability to successfully expand in our existing markets and into new markets, including international markets;
	●	the attraction and retention of key personnel;
	●	our ability to effectively manage our growth and future expenses;
	●	worldwide economic conditions, including aftereffects from the economic disruption imposed by the COVID-19 pandemic, the conflicts in Israel and Ukraine, and their impact on spending;
	●	our operating subsidiaries’ ability to comply with modified or new laws and regulations applying to our business, including privacy and data security regulations.

 

We caution you that the foregoing list does not contain all the forward-looking statements made in this Report.

 

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Report on our current expectations and projections about future events and trends that we believe may affect our businesses, financial condition, operating results, and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended June 30, 2023, and this Report. Moreover, we and our subsidiaries operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Report. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

 

The forward-looking statements made in this Report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Report to reflect events or circumstances after the date of this Report or to reflect new information or the occurrence of unanticipated events, except as required by law. We and our subsidiaries may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.

 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

THE MARYGOLD COMPANIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

(unaudited)

 

		March 31, 2024				June 30, 2023
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	4,490			$	8,161
Accounts receivable, net (of which $1,490 and $1,674, respectively, due from related parties)			2,489				3,026
Inventories			2,113				2,254
Prepaid income tax and tax receivable			1,955				992
Investments, at fair value			11,630				11,481
Other current assets			3,094				904
Total current assets			25,771				26,818
Restricted cash			14				425
Property and equipment, net			1,195				1,255
Operating lease right-of-use assets			1,095				821
Goodwill			2,307				2,307
Intangible assets, net			2,003				2,330
Deferred tax assets, net			771				771
Other assets			553				554
Total assets		$	33,709			$	35,281
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses		$	3,566			$	2,771
Operating lease liabilities, current portion			635				457
Purchase consideration payable			-				605
Loans - property and equipment, current portion			340				359
Total current liabilities			4,541				4,192
Loans - property and equipment, net of current portion			74				88
Operating lease liabilities, net of current portion			471				381
Deferred tax liabilities, net			242				242
Total long-term liabilities			787				711
Total liabilities			5,328				4,903
STOCKHOLDERS’ EQUITY
Preferred stock, par value $0.001; 50,000 shares authorized
Series B: 49,360 issued and outstanding at March 31, 2024 and June 30, 2023			-				-
Common stock, $0.001 par value; 900,000 shares authorized; 39,383 shares issued and outstanding at March 31, 2024 and at June 30, 2023			39				39
Additional paid-in capital			12,714				12,397
Accumulated other comprehensive loss			(246	)			(145	)
Retained earnings			15,874				18,087
Total stockholders’ equity			28,381				30,378
Total liabilities and stockholders’ equity		$	33,709			$	35,281

 

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

 

 

THE MARYGOLD COMPANIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

 

		2024				2023				2024				2023
		Three Months Ended March 31,								Nine Months Ended March 31,
		2024				2023				2024				2023
Revenue
Fund management - related party		$	4,406			$	5,022			$	14,453			$	15,708
Food products			1,836				1,825				5,485				5,702
Beauty products			858				746				2,475				2,334
Security systems			650				576				1,773				1,871
Financial services			130				130				385				388
Revenue			7,880				8,299				24,571				26,003
Cost of revenue			2,323				2,195				6,449				6,450
Gross profit			5,557				6,104				18,122				19,553
Operating expense
Salaries and compensation			2,690				2,355				8,279				7,530
General and administrative expense			2,166				1,750				6,730				5,269
Fund operations			1,295				1,081				3,752				3,334
Marketing and advertising			745				612				2,426				1,936
Depreciation and amortization			132				140				439				437
Total operating expenses			7,028				5,938				21,626				18,506
(Loss) income from operations			(1,471	)			166				(3,504	)			1,047
Other income (expense)
Interest and dividend income			259				59				580				174
Interest expense			(5	)			(5	)			(12	)			(16	)
Other income (expense), net			333				(97	)			(116	)			(68	)
Total other income (expense), net			587				(43	)			452				90
(Loss) income before income taxes			(884	)			123				(3,052	)			1,137
Benefit (provision) of income taxes			355				30				840				(305	)
Net (loss) income		$	(529	)		$	153			$	(2,212	)		$	832
Weighted average shares of common stock
Basic			40,401				40,371				40,401				40,371
Diluted			40,401				40,438				40,401				40,402
Net (loss) income per common share
Basic		$	(0.01	)		$	0.00			$	(0.05	)		$	0.02
Diluted		$	(0.01	)		$	0.00			$	(0.05	)		$	0.02

 

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

 

 

THE MARYGOLD COMPANIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(in thousands)

(unaudited)

 

		2024				2023				2024				2023
		Three Months Ended March 31,								Nine Months Ended March 31,
		2024				2023				2024				2023
Net (loss) income		$	(529	)		$	153			$	(2,212	)		$	832
Foreign currency translation loss			(234	)			(30	)			(101	)			(9	)
Comprehensive (loss) income		$	(763	)		$	123			$	(2,313	)		$	823

 

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

 

 

THE MARYGOLD COMPANIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

(unaudited)

 

		Number of Shares				Amount				Number of Shares				Par  Value				Paid-in Capital				Comprehensive (Loss) Income				Retained Earnings				Stockholders’ Equity
Nine Months Ended March 31, 2024		Preferred Stock (Series B)								Common Stock								Additional				Accumulated Other								Total
		Number of Shares				Amount				Number of Shares				Par  Value				Paid-In Capital				Comprehensive (Loss) Income				Retained Earnings				Stockholders’ Equity
Balance at June 30, 2023			49			$	-				39,383			$	39			$	12,397			$	(144	)		$	18,086			$	30,378
Loss on currency translation			-				-				-				-				-				(94	)			-				(94	)
Stock-based compensation			-				-				-				-				93				-				-				93
Net loss			-				-				-				-				-				-				(500	)			(500	)
Balance at September 30, 2023			49				-				39,383				39				12,490				(238	)			17,586				29,877
Gain on currency translation			-				-				-				-				-				226				-				226
Stock-based compensation			-				-				-				-				115				-				-				115
Net loss			-				-				-				-				-				-				(1,183	)			(1,183	)
Balance at December 31, 2023			49				-				39,383				39				12,605				(12	)			16,403				29,035
Loss on currency translation			-				-				-				-				-				(234	)			-				(234	)
Stock-based compensation			-				-				-				-				109				-				-				109
Net loss			-				-				-				-				-				-				(529	)			(529	)
Balance at March 31, 2024			49			$	-				39,383			$	39			$	12,714			$	(246	)		$	15,874			$	28,381

 

Nine Months Ended March 31, 2023		Preferred Stock (Series B)								Common Stock								Additional				Accumulated Other								Total
		Number of Shares				Amount				Number of Shares				Par Value				Paid - In Capital				Comprehensive (Loss) Income				Retained Earnings				Stockholders’ Equity
Balance at June 30, 2022			49			$	-				39,383			$	39			$	12,313			$	(234	)		$	16,921			$	29,039
Loss on currency translation			-				-				-				-				-				(314	)			-				(314	)
Stock-based compensation			-				-				-				-				7				-				-				7
Net income			-				-				-				-				-				-				497				497
Balance at September 30, 2022			49				-				39,383				39				12,320				(548	)			17,418				29,229
Gain on currency translation			-				-				-				-				-				334				-				334
Stock-based compensation			-				-				-				-				10				-				-				10
Net income			-				-				-				-				-				-				182				182
Balance at December 31, 2022			49				-				39,383				39				12,330				(214	)			17,600				29,755
Loss on currency translation			-				-				-				-				-				(30	)			-				(30	)
Gain (Loss) on currency translation			-				-				-				-				-				(30	)			-				(30	)
Stock-based compensation			-				-				-				-				30				-				-				30
Net income			-				-				-				-				-				-				153				153
Net (loss) income			-				-				-				-				-				-				153				153
Balance at March 31, 2023			49			$	-				39,383			$	39			$	12,360			$	(244	)		$	17,753			$	29,908

 

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

 

 

THE MARYGOLD COMPANIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

 

		2024				2023
		Nine Months Ended March 31,
		2024				2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income		$	(2,212	)		$	832
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization			439				437
Stock-based compensation			317				47
Unrealized loss on investments			160				77
Non-cash lease costs			530				432
Changes in operating assets and liabilities:
Accounts receivable			498				344
Prepaid income taxes and tax receivable			(964	)			131
Inventories			117				(185	)
Other current assets			(389	)			(438	)
Accounts payable and accrued expenses			815				(425	)
Operating lease liabilities			(527	)			(433	)
Net cash (used in) provided by operating activities			(1,216	)			819
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment			(30	)			(74	)
Deposit related to investment (see Note 4)			(1,800	)			-
Payment of purchase consideration payable			(629	)			(616	)
Proceeds from sale of investments			11,521				4,277
Purchase of investments			(11,817	)			(7,984	)
Net cash used in investing activities			(2,755	)			(4,397	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of property and equipment loans			(11	)			(11	)
Principal payments of finance lease liability			(6	)			(5	)
Net cash used in financing activities			(17	)			(16	)
Effect of exchange rate change on cash and cash equivalents			(94	)			(59	)
NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH			(4,082	)			(3,653	)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING BALANCE			8,586				13,929
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, ENDING BALANCE		$	4,504			$	10,276
Cash and cash equivalents		$	4,490			$	9,858
Restricted cash			14				418
Total cash, cash equivalents and restricted cash		$	4,504			$	10,276
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest		$	13			$	12
Income taxes (net of refunds received)		$	116			$	195
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Acquisition of operating right-of-use assets through operating lease liability		$	795			$	104

 

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

 

 

THE MARYGOLD COMPANIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIALS STATEMENTS

(UNAUDITED)

 

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

 

The Marygold Companies, Inc., (the “Company” or “The Marygold Companies”), a Nevada corporation, is a global holding company that intends to focus on financial services. The Company is currently directing its investments towards financial services and the emerging Fintech space. The operations of the Company’s wholly owned subsidiaries 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 that trade on the NYSE Arca stock exchange. This subsidiary contributed approximately 55% to 60% of total revenues for the current year periods presented in these financial statements.
	●	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”). These subsidiaries contributed approximately 22% of total revenues for the periods presented in these financial statements.
	●	Brigadier Security Systems (2000) Ltd. (“Brigadier”), a Canadian based company, sells and installs commercial and residential alarm monitoring systems. This subsidiary contributed approximately 7% of total revenues for the periods presented in these financial statements.
	●	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. This subsidiary contributed approximately 9% of total revenues for the periods presented in these financial statements.
	●	Marygold & Co., a 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 initial development phase and launched its commercial services in June 2023. Through March 31, 2024, Marygold continued its launch efforts and commenced with new marketing campaigns.
	●	Marygold & Co. (UK) Limited, a UK limited company, together with its UK subsidiary, Tiger Financial and Asset Management, Ltd. (collectively “Marygold UK”) is an asset manager and registered investment advisor in the UK. This subsidiary contributed approximately 2% of total revenues for the periods presented in these financial statements

 

The Marygold Companies manages its operating businesses on a decentralized basis. The Marygold Companies’ 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 Marygold Companies’ corporate 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.

 

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation and Accounting Principles

 

The Company has prepared the accompanying unaudited condensed financial statements on a consolidated basis. In the opinion of management, the accompanying unaudited condensed consolidated balance sheets, related statements of operations, comprehensive (loss) income, stockholders’ equity and cash flows include all adjustments, consisting only of normal recurring items, necessary for their fair presentation, prepared on an accrual basis, in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) but does not include all of the information and footnotes required by U.S. GAAP for complete audited financial statements. Operating results for the nine months ended March 31, 2024, are not necessarily indicative of the results that may be expected for the year ending June 30, 2024. The condensed consolidated balance sheet as of June 30, 2023, has been derived from the audited consolidated financial statements at that date included in our annual report on Form 10-K for the year ended June 30, 2023, but does not include all of the information and footnotes required by U.S. GAAP for complete audited financial statements. The information included in this Form 10-Q should be read in conjunction with information included in the Company’s Annual Report on Form 10-K for year ended June 30, 2023.

 

Principles of Consolidation

 

The accompanying Condensed Consolidated Financial Statements, which are referred herein as the “Financial Statements”, include the accounts of The Marygold Companies and its wholly owned subsidiaries, USCF Investments, Gourmet Foods, Brigadier, Original Sprout, Marygold and Marygold UK are presented on a consolidated basis.

 

All inter-company transactions and accounts have been eliminated in consolidation.

 

9

 

Use of Estimates

 

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Concentration of Credit Risk

 

Our subsidiary USCF Investments relies on the revenues generated through the various funds it manages. The concentration of fund management revenue and related receivables were (dollars in thousands):

 SCHEDULE OF CONCENTRATION RISK

		Three Months Ended March 31,																Nine Months Ended March 31,
		2024								2023								2024								2023
		Revenue				% of Total				Revenue				% of Total				Revenue				% of Total				Revenue				% of Total
Fund
USO		$	1,583				36	%		$	1,875				37	%		$	5,062				35	%		$	6,901				44	%
UNG			1,225				28	%			1,307				26	%			4,462				31	%			2,865				18	%
UMI			490				11	%			396				8	%			1,418				10	%			1,137				7	%
All Others			1,108				25	%			1,444				29	%			3,511				24	%			4,805				31	%
Total		$	4,406				100	%		$	5,022				100	%		$	14,453				100	%		$	15,708				100	%

 

		March 31, 2024								June 30, 2023
		Accounts Receivable				% of Total				Accounts Receivable				% of Total
Fund
USO		$	519				35	%		$	596				36	%
UNG			409				27	%			554				33	%
UMI			174				12	%			140				8	%
All Others			388				26	%			384				23	%
Total		$	1,490				100	%		$	1,674				100	%

 

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

 

Recently Issued and Adopted Accounting Pronouncements

 

In 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Board Update (“ASU”) 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments, and also issued subsequent amendments to the initial guidance, which replace the existing incurred loss impairment model with an expected credit loss model and require a financial asset measured at amortized cost to be presented at the net amount expected to be collected. The new guidance was effective for annual reporting periods beginning after March 15, 2022, including interim periods within that annual period. The Company adopted the standard during fiscal year 2024 with the additional disclosures and no changes related to the period of recognition of losses on its receivables.

 

10

 

In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after March 15, 2023, and interim periods within fiscal years beginning after March 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is also permitted. This ASU will likely result in us including the additional required disclosures when adopted. We are currently evaluating the provisions of this ASU and expect to adopt them for the year ending June 30, 2025.

 

In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after March 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. This ASU will result in the required additional disclosures being included in our consolidated financial statements, once adopted.

 

NOTE 3. BASIC AND DILUTED NET EARNINGS PER SHARE

 

Basic net income per share is based upon the weighted average number of common shares outstanding. 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 income per share is based on the assumption that all dilutive convertible shares and stock options were converted 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 three and nine-months ended March 31, 2024, the Company excluded 1,312,198 common stock equivalents from the diluted earnings per share calculation as their effect would be anti-dilutive. For the three and nine months ended March 31, 2023, the Company excluded 364,196 common stock equivalents from the diluted earnings per share calculation as their effect would be anti-dilutive.

 

Basic and diluted net income per share reflects the effects of shares potentially issuable upon conversion of convertible preferred stock.

 

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

 SCHEDULE OF EARNINGS PER SHARE, BASIC AND DILUTED

		Three Months Ended  March 31, 2024												Three Months Ended  March 31, 2023
		Net (Loss) Income				Shares				Per Share				Net Income				Shares				Per Share
Basic net (loss) income per share:
Net (loss) income available to common shareholders		$	(516	)			39,414			$	(0.01	)		$	149				39,384			$	0.00
Net (loss) income available to preferred shareholders			(13	)			987			$	(0.01	)			4				987			$	0.00
Basic net (loss) income per share		$	(529	)			40,401			$	(0.01	)		$	153				40,371			$	0.00
Diluted net (loss) income per share:
Net (loss) income available to common shareholders, basic		$	(516	)			39,414							$	149				39,383
Impact of dilutive securities			-				-								-				68
Net (loss) income available to common shareholders, diluted			(516	)			39,414			$	(0.01	)			149				39,451			$	0.00
Net (loss) income available to preferred shareholders			(13	)			987			$	(0.01	)			4				987			$	0.00
Diluted net (loss) income per share		$	(529	)			40,401			$	(0.01	)		$	153				40,438			$	0.00

 

11

 

		Nine Months Ended March 31, 2024												Nine Months Ended March 31, 2023
		Net (Loss) Income				Shares				Per Share				Net Income				Shares				Per Share
Basic net (loss) income per share:
Net (loss) income available to common shareholders		$	(2,158	)			39,414			$	(0.05	)		$	812				39,384			$	0.02
Net (loss) income available to preferred shareholders			(54)				987			$	(0.05	)			20				987			$	0.02
Basic net (loss) income per share		$	(2,212	)			40,401			$	(0.05	)		$	832				40,371			$	0.02
Diluted net (loss) income per share:
Net (loss) income available to common shareholders, basic		$	(2,158	)			39,414							$	811				39,384
Impact of dilutive securities			-				-								1				31
Net (loss) income available to common shareholders, diluted			(2,158	)			39,414			$	(0.05	)			812				39,415			$	0.02
Net (loss) income available to preferred shareholders			(54	)			987			$	(0.05	)			20				987			$	0.02
Diluted net (loss) income per share		$	(2,212	)			40,401			$	(0.05	)		$	832				40,402			$	0.02

 

NOTE 4. CERTAIN BALANCE SHEET DETAILS

 

Other current assets

 

Included in the other current assets balance of $3.1 million as of March 31, 2024 is a deposit of $1.8 million made during the quarter then ended in connection with the potential acquisition of a 9.9% equity interest in a domestic financial institution that is currently seeking certain regulatory approval. If the regulatory approval is obtained, the deposit will convert to an equity interest in the financial institution and if the regulatory approval is not obtained the deposit will be refunded to the Company.

 SCHEDULE OF INVENTORY

		March 31,				June 30,
		(in thousands)
		March 31,				June 30,
Inventories		2024				2023
Raw materials and supplies		$	1,224			$	1,456
Finished goods			889				798
Total inventories		$	2,113			$	2,254

 

 SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT

		March 31,				June 30,
Property and equipment, net		2024				2023
Manufacturing equipment		$	1,934			$	1,915
Land and building			575				575
Other equipment			818				784
Total property and equipment, gross			3,327				3,274
Accumulated depreciation			(2,132	)			(2,019	)
Total property and equipment, net		$	1,195			$	1,255

 

12

 SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

		March 31,				June 30,
Accounts payable and accrued expenses		2024				2023
Accounts payable		$	2,530			$	1,326
Taxes payable			87				97
Accrued payroll, vacation and bonus payable			676				455
Accrued operating expenses			273				893
Total		$	3,566			$	2,771

 

NOTE 5. INTANGIBLE ASSETS

 SCHEDULE OF INTANGIBLE ASSETS

Intangible Assets		Weighted Average Remaining Life (in years)		Intangible Assets (Gross)				Accumulated Amortization				Intangible Asset (Net)
		March 31, 2024
Intangible Assets		Weighted Average Remaining Life (in years)		Intangible Assets (Gross)				Accumulated Amortization				Intangible Asset (Net)
		(dollars in thousands)
Customer relationships		2.9		$	1,364			$	(760	)		$	604
Brand name		1.7			402				(320	)			82
Brand name – indefinite lived		N/A			896				-				896
Recipes		1.7			1,222				(965	)			257
Internally developed software		2.2			218				(54	)			164
Total				$	4,102			$	(2,099	)		$	2,003

 

Intangible Assets		Weighted Average Remaining Life (in years)		Intangible Assets (Gross)				Accumulated Amortization				Intangible Asset (Net)
		June 30, 2023
Intangible Assets		Weighted Average Remaining Life (in years)		Intangible Assets (Gross)				Accumulated Amortization				Intangible Asset (Net)
		(dollars in thousands)
Customer relationships		3.7		$	1,364			$	(630	)		$	734
Brand name		2.5			402				(290	)			112
Brand name – indefinite lived		N/A			896				-				896
Recipes		2.5			1,222				(852	)			370
Internally developed software		3.0			218				-				218
Total				$	4,102			$	(1,772	)		$	2,330

 

Total amortization expense for intangible assets for the three months ended March 31, 2024 and 2023 was $0.1 million and for the nine months ended March 31, 2024 and 2023 was $0.3 million.

 

Estimated 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,		Expense
2024 (remainder of the year)		$	107
2025			419
2026			306
2027			93
2028			93
Thereafter			985
Total		$	2,003

 

NOTE 6. INVESTMENTS

 

USCF 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 in fair value included in earnings on the Statements of Operations. Investments in which no controlling financial interest exists, but significant influence exists are recorded using the equity method of accounting unless the fair value option is elected under Accounting Standards Codification 825, Fair Value Option. As of March 31, 2024, the USCF Advisers owned $1.3 million of the USCF Gold Strategy Plus Income Fund (changed ticker to “USG” from “GLDX” in March 2024), $0.4 million of the USCF Sustainable Battery Metals Strategy Fund (“ZSB”), $3.2 million of the USCF Energy Commodity Strategy Absolute Return Fund (“USE”) and $2.3 million of the USCF Sustainable Commodity Strategy Fund (“ZSC”). As of June 30, 2023, USCF Advisers held positions in USG, ZSB and USE of $1.3 million, $1.9 million and $2.6 million, respectively. These funds are related parties managed by USCF Advisers, which are included in other equities in the below table. The Company elected the fair value option related to these investments as the shares were purchased and will be sold on the market and this accounting treatment is considered to be most informative. In addition to the holdings in USG, ZSB, USE and ZSC, the Company also invests in marketable securities. The Company recognized unrealized gains (losses) of $0.3 million and ($0.1) million for the three months ended March 31, 2024 and 2023, respectively, and less than $0.1 million and ($0.1) million for the nine months ended March 31, 2024 and 2023, respectively.

 

13

 

All of the Company’s short-term investments are classified as Level 1 assets and consist of the following (in thousands):

 SCHEDULE OF AVAILABLE-FOR-SALE SECURITIES RECONCILIATION

		March 31, 2024
		Cost				Gross Unrealized Gains				Gross Unrealized Losses				Estimated Fair Value
Money market funds		$	3,021			$	-			$	-			$	3,021
Other short-term investments			291				1				-				292
Short-term treasury bills			990				7				-				997
Other equities - related parties			7,449				748				(877	)			7,320
Total short-term investments		$	11,751			$	756			$	(877	)		$	11,630

 

		June 30, 2023
		Cost				Gross Unrealized Gains				Gross Unrealized Losses				Estimated Fair Value
Money market funds		$	3,403			$	-			$	-			$	3,403
Other short-term investments			280				-				(2	)			278
Short-term treasury bills			1,952				17				-				1,969
Other equities - related parties			5,972				88				(229	)			5,831
Total short-term investments		$	11,607			$	105			$	(231	)		$	11,481

 

During the three and nine months ended March 31, 2024 and 2023, respectively, there were no transfers in or out of Level 3.

 

As of March 31, 2024 and June 30, 2023, the Company also holds a $0.5 million equity investment in a registered investment advisor accounted for on a cost basis, minus impairment, which we believe approximates fair value, given the lack of observable price changes in orderly transactions, which is included in other assets on the balance sheet. There was no impairment recorded for the nine months ended March 31, 2024 or 2023.

 

NOTE 7. RELATED PARTY TRANSACTIONS

 

USCF Investments – Related Party Transactions

 

The Funds managed by USCF and USCF Advisers are deemed by management to be related parties. The Company’s USCF Investments revenues earned from related parties were $4.4 million and $5.0 million for the three months ended March 31, 2024 and 2023, respectively, and $14.5 million and $15.7 million for the nine months ended March 31, 2024 and 2023, respectively. Accounts receivable due from related parties were $1.5 million and $1.7 million as of March 31, 2024 and June 30, 2023, respectively. USCF Investments, from time to time, provides initial investments in the creation of ETP and ETF funds that USCF Advisers manages. Such investments included USG, ZSB, USE and ZSC, related party funds managed by USCF Advisers, and as of March 31, 2024 the investments totaled $1.3 million, $0.4 million, $3.2 million and $2.3 million, respectively. As of June 30, 2023 the investments totaled $1.3 million, $1.9 million, $2.6 million and $0, respectively. The Company owns 62% and 68% of the outstanding shares of these investments as of March 31, 2024 and June 30, 2023, respectively.

 

USCF Advisers is contractually obligated to pay license fees related to ZSB and ZSC intellectual property rights to an affiliated entity during the next two fiscal years totaling up to $0.8 million. For the three and nine months ended March 31, 2024, the license fee expenses incurred totaled $0.2 million and $0.3 million, respectively.

 

14

 

NOTE 8. STOCKHOLDERS’ EQUITY

 

Stock-based Compensation

 

During the three and nine months ended March 31, 2024 the Company granted stock options for the purchase of zero and 315,881 shares, respectively, with a weighted average grant date fair values of $1.11 per share. The fair value of the options granted were estimated using the following assumptions:

 SCHEDULE OF SHARE BASED COMPENSATION

		Three and Nine Months Ended March 31, 2024
Expected volatility			159% - 197	%
Expected term			6.3 years
Risk-Free interest rate			3.5% - 4.7	%
Expected dividend yield			0	%

 

 SCHEDULE OF SHARE BASED COMPENSATION STOCK OPTIONS

		Stock Options
		Number of Options				Weighted Average Exercise Price
Outstanding at July 1, 2023			270,000			$	1.61
Granted			315,881			$	1.15
Forfeited			(38,750	)		$	1.64
Outstanding and expected to vest at March 31, 2024			547,131			$	1.34
Exercisable as of March 31, 2024			72,912			$	1.60

 

As of March 31, 2024, there was $0.5 million of unrecognized compensation expense related to outstanding stock options that will be recognized over a remaining weighted average period of 3.3 years. As of March 31, 2024, the weighted average remaining contractual life of the outstanding stock options was 9.1 years.

 

The following table summarizes the restricted stock activities for the nine months ended March 31, 2024.

 SCHEDULE OF SHARE BASED COMPENSATION RESTRICTED STOCK OUTSTANDING

		Restricted Stock Awards
		Number of RSAs				Weighted Average Grant Date Fair Value
Nonvested as of July 1, 2023			288,733			$	1.36
Granted			447,543			$	1.03
Canceled			(23,585	)		$	1.06
Vested			(30,124	)		$	1.39
Nonvested as of March 31, 2024			628,567			$	1.15

 

During the three and nine months ended March 31, 2024, the Company granted zero and 447,543 restricted stock awards (“RSAs”) with a weighted average grant date fair value of $1.03 per share and a total fair value at date of grant of $0.5 million. The intrinsic value of outstanding RSAs was $0.9 million as of March 31, 2024. Stock-based compensation relating to RSAs totaled $0.1 million and zero for the three months ended March 31, 2024 and 2023, respectively, and $0.2 million and less than $0.1 million for the nine months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, there was $0.6 million of unrecognized compensation expense related to outstanding RSAs that will be recognized over a remaining weighted average period of 2.9 years.

 

15

 

The table below summarizes total remaining stock-based compensation for all outstanding awards (in thousands):

 SCHEDULE OF SHARE BASED PAYMENT ARRANGEMENT

Years Ending June 30,
Remainder of fiscal 2024		$	111
2025			479
2026			351
2027			186
2028			17
Total stock-based compensation		$	1,144

 

The aggregate expected stock-based compensation expense remaining to be recognized reflects only awards as of March 31, 2024 and assumes no forfeiture activity and will be recognized over a weighted-average period of 2.9 years.

 

NOTE 9. BUSINESS COMBINATION

 

In 2021, Marygold UK entered into a Stock Purchase Agreement (“SPA”) to acquire all the issued and outstanding shares of Tiger Financial and Asset Management Limited (“Tiger”) which is an asset manager and investment advisor. The transaction closed in 2022 with an agreed purchase price of $2.9 million, subject to adjustment as provided for in the SPA. As of June 30, 2023, $0.6 million remained payable which was due on March 31, 2024, subject to downward adjustment per the terms of the SPA for an amount up to $0.6 million should existing clientele close their accounts prior to December 31, 2023. In accordance with the SPA, there was a downward adjustment of the purchase price of less than $0.1 million as a result of existing clientele closing their accounts prior to December 31, 2023. The remaining payment of $0.6 million was made in January 2024.

 

As disclosed in Note 13. Subsequent Events, the Company closed on the acquisition of Step-by-Step on April 30, 2024.

 

NOTE 10. INCOME TAXES

 

As of March 31, 2024, the Company’s total unrecognized tax benefits were $0.3 million, which would affect the effective tax rate if recognized. The Company will recognize interest and penalties, when they occur, related to uncertain tax positions as a component of tax expense. There is no interest or penalties to be recognized for the three and nine months ended March 31, 2024 and 2023.

 

The Company is required to make its best estimate of the annual effective tax rate for the full fiscal year and use that rate to provide for income taxes on a current year-to-date basis. The effective tax rate could fluctuate in the future due to changes in the taxable income mix between various jurisdictions.

 

NOTE 11. COMMITMENTS AND CONTINGENCIES

 

Lease Commitments

 

For the three and nine months ended March 31, 2024 and 2023, the Company’s combined lease costs were $0.2 million and $0.6 million, respectively, and were recorded under general and administrative expense in the Statements of Operations.

 

Future minimum lease payments are (in thousands):

 SCHEDULE OF FUTURE MINIMUM CONSOLIDATED LEASE PAYMENTS

Year Ended June 30,		Operating Leases				Finance Lease
2024		$	196			$	4
2025			625				19
2026			309				19
2027			55				19
2028			-				19
Thereafter			-				64
Total minimum lease payments			1,185				144
Less: present value discount			(79	)			(42	)
Total lease liabilities		$	1,106			$	102

 

16

 

The weighted average remaining lease term for the Company’s operating leases was 1.5 years as of March 31, 2024 and a weighted-average discount rate of 5.6% was used to determine the total operating lease liabilities. The remaining lease term for the Company’s finance lease was 7.7 years as of March 31, 2024 with an annual interest rate of 7.0%.

 

Other Agreements and Commitments

 

As the Company builds out its Fintech application, it enters into agreements with various service providers. As of March 31, 2024, Marygold has future payment commitments with its primary service vendors totaling $0.9 million including $0.4 million due during the remainder of fiscal 2024 and $0.5 million due in fiscal 2025.

 

The Company’s USCF Advisers subsidiary is contractually obligated to pay license fees related to ZSB and ZSC intellectual property rights to an affiliated entity including $0.3 million due during the remainder of fiscal 2024 and $0.5 million due in fiscal 2025.

 

Litigation

 

From time to time, the Company may be involved in legal proceedings arising from the ordinary course of their respective businesses. Except as described below, there are no material pending legal proceedings against the Company or its subsidiaries. USCF is an indirect wholly owned subsidiary of the Company. USCF, 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.

 

In re: United States Oil Fund, LP Securities Litigation

 

On June 19, 2020, USCF, USO, John P. Love, and Stuart P. Crumbaugh were named as defendants in a putative class action filed by purported shareholder Robert Lucas (the “Lucas Class Action”). The Court thereafter consolidated the Lucas Class Action with two related putative class actions filed on July 31, 2020 and August 13, 2020, and appointed a lead plaintiff. The consolidated class action is pending in the U.S. District Court for the Southern District of New York under the caption In re: United States Oil Fund, LP Securities Litigation, Civil Action No. 1:20-cv-04740.

 

On November 30, 2020, the lead plaintiff filed an amended complaint (the “Amended Lucas Class Complaint”). 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 fees. The Amended Lucas Class Complaint named as defendants USCF, USO, John P. Love, Stuart P. Crumbaugh, Nicholas D. 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.

 

17

 

The 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.

 

USCF, 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.

 

Mehan Action

 

On August 10, 2020, purported shareholder Darshan Mehan filed a derivative action on behalf of nominal defendant USO, against defendants USCF, John P. Love, Stuart P. Crumbaugh, Nicholas D. Gerber, Andrew F Ngim, Robert L. Nguyen, Peter M. Robinson, Gordon L. Ellis, and Malcolm R. Fobes, III (the “Mehan Action”). The action is pending in the Superior Court of the State of California for the County of Alameda as Case No. RG20070732.

 

The Mehan Action alleges that the defendants breached their fiduciary duties to USO and failed to act in good faith in connection with a March 19, 2020 registration statement and offering and disclosures regarding certain extraordinary market conditions that caused demand for oil to fall precipitously, including the COVID-19 global pandemic and the Saudi Arabia-Russia oil price war. The complaint seeks, on behalf of USO, compensatory damages, restitution, equitable relief, attorney’s fees, and costs. All proceedings in the Mehan Action are stayed pending disposition of the motion(s) to dismiss in In re: United States Oil Fund, LP Securities Litigation.

 

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

 

In re United States Oil Fund, LP Derivative Litigation

 

On August 27, 2020, purported shareholders Michael Cantrell and AML Pharm. Inc. DBA Golden International filed two separate derivative actions on behalf of nominal defendant USO, against defendants USCF, John P. Love, Stuart P. Crumbaugh, Andrew F Ngim, Gordon L. Ellis, Malcolm R. Fobes, III, Nicholas D. Gerber, Robert L. Nguyen, and Peter M. Robinson in the U.S. District Court for the Southern District of New York at Civil Action No. 1:20-cv-06974 (the “Cantrell Action”) and Civil Action No. 1:20-cv-06981 (the “AML Action”), respectively.

 

The complaints in the Cantrell and AML Actions are nearly identical. 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.

 

The Court consolidated the Cantrell and AML Actions under the caption In re United States Oil Fund, LP Derivative Litigation, Civil Action No. 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: United States Oil Fund, LP Securities Litigation.

 

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

 

18

 

No accrual has been recorded with respect to the above legal matters as of March 31, 2024 and June 30, 2023. 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.

 

Retirement Plan

 

The Company has a 401(k) Profit Sharing Plan (“401K Plan”) covering U.S. employees. Participants may make contributions pursuant to a salary reduction agreement. In addition, the 401K Plan makes a safe harbor matching contribution. The Company’s matching contributions of less than $0.1 million for the three months ended March 31, 2024 and 2023, respectively, and $0.2 million for the nine months ended March 31, 2024 and 2023.

 

NOTE 12. SEGMENT REPORTING

 

The Company’s Chief Operating Decision Maker (“CODM”) evaluates the Company’s segments based on revenue type, as well as net (loss) income at each segment. The CODM does not evaluate segments on the basis of assets at each segment.

SCHEDULE OF REVENUES FROM EXTERNAL CUSTOMERS 

		2024				2023				2024				2023
		Three Months Ended March 31,								Nine Months Ended March 31,
		2024				2023				2024				2023
Revenue from external customers:
Fund management - related party		$	4,406			$	5,022			$	14,453			$	15,708
Food products			1,836				1,825				5,485				5,702
Beauty products			858				746				2,475				2,334
Security systems			650				576				1,773				1,871
Financial services (1)			130				130				385				388
Total revenue		$	7,880			$	8,299			$	24,571			$	26,003

 

		Three Months Ended March 31,								Nine Months Ended March 31,
		2024				2023				2024				2023
Net (loss) income:
Fund management - related party		$	1,383			$	1,892			$	4,189			$	5,459
Food products			3				(34	)			200				184
Beauty products			(184	)			(133	)			(627	)			(194	)
Security systems			98				73				219				253
Financial services (1)			(1,398	)			(986	)			(4,398	)			(2,328	)
Corporate headquarters			(431	)			(659	)			(1,795	)			(2,542	)
Total net (loss) income		$	(529	)		$	153			$	(2,212	)		$	832

 

(1)

Financial services includes Marygold and Marygold UK. The amount of net loss reclassified from “Corporate headquarters” to “Financial services” was $1.0 million and $2.4 million for the three and nine months ended March 31, 2023, respectively, relative to the presentation in the March 31, 2023 Form 10-Q.

 

NOTE 13. SUBSEQUENT EVENTS

 

The Company evaluated subsequent events for recognition and disclosure through the date the financial statements were issued or filed. Other than the below, nothing has occurred outside normal operations since that required recognition or disclosure in these financial statements.

 

On 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 approximately $1.1 million, subject to adjustment as provided for in the SPA. On April 30, 2024, Marygold UK paid $0.7 million upon the closing and the remaining approximately $0.4 million owed will be payable in two subsequent payments as provided in the SPA. The Company is still evaluating total accounting consideration and the purchase price allocation has not been completed as of the date of this report. Step-by-Step is an asset manager and investment advisor based in Staffordshire, England with approximately $35 million in assets under management. Step-by-Step will be operated as a subsidiary of Marygold UK. In addition to growing the business through increasing assets under management, Marygold UK intends to project the fintech mobile app services offered in the U.S. into the U.K. through the established contacts and certifications held by Step-by-Step.

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion and analysis should be read in conjunction with the unaudited financial statements and the accompanying notes thereto and is qualified in its entirety by the foregoing and by more detailed financial information appearing elsewhere in this Report. See “Item 1 - Financial Statements (Unaudited).”

 

Forward-Looking Statements

 

In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. See “Special Note Regarding Forward-Looking Statements.” Our results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under “Item 1A. Risk Factors” in Part II of this Report and “Item 1A. Risk Factors” in our Form 10-K for the year ended June 30, 2023.

 

Overview

 

The Marygold Companies, Inc. (“The Marygold Companies” or the “Company”) conducts business through its wholly owned subsidiaries operating in the US, New Zealand, the United Kingdom and Canada. The operations of the subsidiaries 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 that 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 U.S. based company, together with its wholly owned limited liability company, Marygold & Co. Advisory Services, LLC, (collectively “Marygold”) was established to explore opportunities in the financial technology (“Fintech”) space, completed its development phase and launched its commercial services in June 2023. Through March 31, 2023, Marygold continued its launch efforts and commenced with new marketing campaigns.
	●	Marygold & Co. (UK) Limited, a UK limited company, together with its UK subsidiary, Tiger Financial and Asset Management, Ltd. (collectively “Marygold UK”) is an asset manager and registered investment advisor in the UK. The operations of Marygold UK began in June 2022.

 

Because the Company conducts its businesses through its wholly owned operating subsidiaries, the risks related to our wholly owned subsidiaries are also risks that impact the Company’s financial condition and results of operations. See, “Note 2. Summary of Significant Accounting Policies / Concentration of Credit Risk” in the notes to the financial statements for more information.

 

Results of Operations

 

The Marygold Companies, Inc.

 

Comparison of the Three Months Ended March 31, 2024 and 2023

 

Revenue

 

Consolidated revenue for the three months ended March 31, 2024 was $7.9 million representing a $0.4 million, or 5%, decrease from the three months ended March 31, 2023 revenue of $8.3 million. The decrease in consolidated revenue was primarily attributed to USCF Investments where assets under management (“AUM”) for the three months ended March 31, 2024 was lower than the comparable prior year period which resulted in a revenue decrease of $0.6 million, offset by an increase in revenue of $0.1 million from each of our beauty products and security systems business segments.

 

Operating (Loss) Income

 

The Company’s operating loss for the three months ended March 31, 2024 was ($1.5) million as compared to operating income of $0.2 million for the three months ended March 31, 2023. This represents a decrease in operating income of approximately $1.6 million for the three months ended March 31, 2024 compared to the prior year. The decrease in operating income was attributable to the reduced revenue from the fund management business and an increase in operating expenses related to the roll out of our fintech business at Marygold & Co.

 

Other (Expense) Income, Net

 

For the three months ended March 31, 2024 the Company had other income, net of $0.6 million compared to an other expense, net of less than ($0.1) million for the three months ended March 31, 2023. The $0.6 million increase compared to the prior year period was primarily attributable to unrealized gains on investments.

 

Income Taxes

 

For the three months ended March 31, 2024 we had an income tax benefit of $0.4 million compared to less than $0.1 million for the comparable period of the prior year which was a function of reporting a pre-tax loss in the current year period.

 

Net (Loss) Income

 

For the three months ended March 31, 2024, the Company generated a net loss of ($0.5 million) as compared to net income of $0.2 million for the three months ended March 31, 2023. The $0.7 million decrease in net income was attributable to $0.5 million in lower profits at our fund management business and increased losses of $0.4 million in our financial services business as the Company continues to invest capital into our fintech subsidiary, partially offset by reduced corporate costs of $0.2 million.

 

Comparison of the Nine Months Ended March 31, 2024 and 2023

 

Revenue

 

Consolidated revenue for the nine months ended March 31, 2024 was $24.6 million representing a $1.4 million or 6% decrease from the nine months ended March 31, 2023 revenue of $26.0 million. The decrease in consolidated revenue was attributed to lower revenues by $1.3 million from lower AUM at USCF Investments and lower revenue by $0.2 million from our food products segment as we were transitioning to a more favorable product mix and refocused production capacity to higher profit margin customers.

 

 

Operating (Loss) Income

 

The Company’s operating loss for the nine months ended March 31, 2024 was ($3.1) million as compared to operating income of $1.1 million for the nine months ended March 31, 2023. This represents a decrease in operating income of $4.2 million which was attributed to reduced revenue of $1.3 million at USCF Investments from lower AUM and increased losses from our financial services business unit as we ramped up the development of our fintech app.

 

Income Taxes

 

For the nine months ended March 31, 2024 we had an income tax benefit of $0.9 million compared to an income tax provision of ($0.3) million for the comparable period of the prior year which was a function of reporting pre-tax income in the prior year period to reporting a pre-tax loss in the current year period.

 

Net (Loss) Income

 

For the nine months ended March 31, 2024, the Company generated a net loss of ($2.2 million) as compared to net income of $0.8 million for the nine months ended March 31, 2023. The $3.0 million decrease in net income was attributable to lower profits of $1.3 million at our fund management business, increased losses of $2.1 million in our financial services business as the Company continues to invest capital into our fintech app, and increased losses of $0.4 million at our beauty products business as further described below, partially offset by reduced corporate costs of $0.7 million.

 

Segment Operations

 

Fund Management – USCF Investments (56% and 59% of consolidated revenues for the three and nine months ended March 31, 2024, respectively)

 

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 limited partnership 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 2005
United States Natural Gas Fund, LP (“UNG”)		Organized as a Delaware limited partnership in 2006
United States Gasoline Fund, LP (“UGA”)		Organized as a Delaware limited partnership in 2007
United States 12 Month Oil Fund, LP (“USL”)		Organized as a Delaware limited partnership in 2007
United States 12 Month Natural Gas Fund, LP (“UNL”)		Organized as a Delaware limited partnership in 2007
United States Brent Oil Fund, LP (“BNO”)		Organized as a Delaware limited partnership in 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 2010
United States Copper Index Fund (“CPER”)		Series of the USCIF Trust created in 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 (“USG”) previous ticker (“GLDX”)		Fund launched November 2021 Ticker symbol change March 2024
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
USCF Sustainable Commodity Strategy Fund (“ZSC”)		Fund launched August 2023
USCF Aluminum Strategy Fund (“ALUM”)		Fund launched October 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” hereafter.

 

 

USCF Investments’ revenue and expenses are driven by the amount of AUM of the Funds. USCF Investments earns monthly management and advisory fees based on agreements with each Fund as determined by the contractual basis point management fee structure in each agreement multiplied by the average AUM over the given period. Many of the Fund’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 determined by multiplying contractual fee rates by AUM.

 

Comparison of the Three Months Ended March 31, 2024 and 2023

 

Revenue

 

Average AUM for the three months ended March 31, 2024 was $3.0 billion as compared to $3.7 billion from the three months ended March 31, 2023, a decrease of $0.7 billion or 19%, due to a decrease in USO, UNG and BNO AUM, partially offset by an increase in UMI AUM. As a result, the revenues from management and advisory fees decreased by $0.6 million, or 12%, to $4.4 million for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023 where revenues from management and advisory fees totaled $5.0 million.

 

Operating Expenses

 

USCF Investments total operating expenses for three months ended March 31, 2024 increased $0.5 million to $3.6 million, or 16%, from $3.1 million for the three months ended March 31, 2023. Total variable expenses, as described above, were comparable quarter over quarter, with offsetting changes including a decrease in sub-advisory fees of $0.1 million due to a decrease in USCI and CPER AUM offset by an increase of $0.1 million in fund accounting and administration expenses due to an increase in the number of funds under management. General and administrative (“G&A”) expenses increased $0.1 million to $0.6 million, or 18%, from $0.5 million due to an increase in professional fees. Operations expenses increased by $0.2 million to $1.3 million from $1.1 million compared to the prior year quarter and employee compensation expenses increased $0.2 million due to quarterly bonus accruals in anticipation of year-end bonuses.

 

Operating income and net income

 

Operating income decreased by $1.1 million to $0.8 million for the three months ended March 31, 2024 from $1.9 million for the three months ended March 31, 2023. The decrease was due to lower revenue as a result of lower AUM along with the increase in expenses as described above. Other income (expense) was $0.6 million for the three months ended March 31, 2024 compared to ($0.1) million for the three months ended March 31, 2023 resulting in a $0.6 million increase due to unrealized gains of $0.3 million on equity investments in the current period in addition to $0.2 million in dividend and interest income.

 

Comparison of the Nine Months Ended March 31, 2024 and 2023

 

Revenue

 

Average AUM for the nine months ended March 31, 2024 was $3.3 billion as compared to $3.8 billion from the nine months ended March 31, 2023 due to a decrease in USO and USCI AUM, partially offset by an increase in UNG AUM. As a result, the revenues from management and advisory fees decreased by $1.3 million, or 8%, to $14.5 million for the nine months ended March 31, 2024 as compared to the nine months ended March 31, 2023 where revenues from management and advisory fees totaled $15.7 million.

 

Operating Expenses

 

USCF Investments total operating expenses for the nine months ended March 31, 2024 increased by $0.4 million to $10.7 million, or 3%, from $10.3 million for the nine months ended March 31, 2023. Total variable expenses, as described above, decreased by $0.3 million due to a decrease in total AUM which included a $0.3 million decrease in variable marketing and distribution expenses, a decrease of $0.1 million in sub-advisory fees related to lower USCI and CPER AUM partially offset by a $0.1 million increase in fund accounting and administration expenses due to an increase in the number of funds under management. G&A expenses remained flat at $1.8 million for each nine-month period. Employee compensation expenses remained consistent at $3.7 million for the nine months ended March 31, 2024 compared to the nine months ended March 31, 2023. Operations expenses increased by $0.4 million due to an increase in license and director fees for new funds.

 

 

Operating income and net income

 

Operating income decreased $1.6 million to $3.8 million for the nine months ended March 31, 2024 from $5.4 million for the nine months ended March 31, 2023. The decrease was due to lower revenue as a result of lower AUM and a $0.4 million increase in operating expenses. Other income (expense) was $0.4 million for the nine months ended March 31, 2024 compared to $0.1 million for the nine months ended March 31, 2023 due to $0.5 million in dividend, interest and other income in the current year period.

 

Food Products (23% and 22% of consolidated revenue for the three and nine months ended March 31, 2024, respectively)

 

Food products (Gourmet Foods and Printstock) revenues for the three months ended March 31, 2024 and 2023 was flat at $1.8 million; however net income improved by less than $0.1 million from the comparative prior year quarter as result of a more favorable product mix and refocusing production capacity to higher profit margin customers.

 

For the nine months ended March 31, 2024, food products revenues declined by $0.2 million; however net income was flat at $0.2 million due to operating efficiencies achieved during the current nine-month period as compared to the prior year comparative period.

 

Beauty Products (11% and 10% of consolidated revenues for the three and nine months ended March 31, 2024, respectively)

 

For the quarter ended March 31, 2024, beauty products (Original Sprout) revenue increased by $0.1 million and net loss increased by less than $0.1 million. The increase in net loss was due to increased expenses associated with new product development and marketing. For the nine months ended March 31, 2024, beauty products revenues increased by $0.1 million and net loss increased by $0.4 million. The increase in net loss was due to increased expenses associated with new product development and marketing.

 

Security Systems (8% and 7% of consolidated revenue for the three and nine months ended March 31, 2024, respectively)

 

For the quarter ended March 31, 2024, security systems (Brigadier) revenue increased by less than $0.1 million and net income was flat compared to the prior year quarter. For the nine months ended March 31, 2024, security systems revenues declined by $0.1 million due to market timing and weather patterns and net income declined by less than $0.1 million compared to the prior year period.

 

Financial Services includes Marygold (UK) and Marygold

 

Financial Services – Marygold (UK)

 

Marygold UK operates through its wholly owned subsidiary Tiger Financial & Asset Management Limited (“Tiger”), which was acquired in 2022. Tiger acts as an investment advisor and financial planner to its clients and has two principal revenue streams which comprise ongoing fees for providing investment advice, and commissions for the intermediation of insurance-based products. Tiger does not provide investment management services directly, rather the clients’ assets are referred to third party investment managers, discretionary investment managers. Tiger receives fees for the ongoing advice and financial planning services which are charged as a percentage of the assets under management, which as of June 30, 2023 and March 31, 2024 was $40 million. The ratio of fees earned from investment advice as compared to commissions earned is generally 80:20, but may fluctuate for any given period.

 

Comparison of the Three Months Ended March 31, 2024 and 2023

 

Revenues for the three months ended March 31, 2024 were unchanged at $0.1 million as compared to the three months ended March 31, 2023. Operating expenses for the three months ended March 31, 2024 were $0.2 million as compared to $0.1 million for the three months ended March 31, 2023 with the increase attributed to the hiring of additional staff and increased professional fees in connection with the development of the Marygold mobile fintech app in the UK.

 

 

Comparison of the Nine Months Ended March 31, 2024 and 2023

 

Revenues for the nine months ended March 31, 2024 were unchanged at $0.4 million as compared to the nine months ended March 31, 2023. Operating expenses for the nine months ended March 31, 2024 were $0.6 million as compared to $0.3 million for the nine months ended March 31, 2023 with the increase attributed to the hiring of additional staff and increased professional fees in connection with the development of the Marygold mobile fintech app in the UK.

 

Financial Services – Marygold (USA)

 

Marygold & Co. is a financial technology company, not a bank, providing similar banking services through an all-in-one banking and payment services app offering FDIC-insured accounts with a Debit Mastercard^®. Like a private banker on your phone, Marygold has introduced a secure way to send, receive, spend, save and invest with no banking fees or minimum balance requirements and aims to redefine mobile banking and payments, all in one app. Marygold completed its development phase in June 2023 and continues to devote considerable resources to the development and launch of its proprietary Fintech app. Revenue is earned from the Mastercard^® interchange system with debit card spend by users and from asset management fees earned on investments through the use of Money Pools, which are goal based savings and investment accounts.

 

Comparison of the Three Months Ended March 31, 2024 and 2023

 

Onboarding of new customers continued during the three months ended March 31, 2024 resulting in nominal revenue. Operating expenses for the three months ended March 31, 2024 increased by $0.4 million to $1.4 million compared to $1.0 million in the prior year quarter. The increase was attributed to ongoing development of the app and continued ramping up for the product post launch. Increases from the prior year’s quarter included additional spend of $0.2 million in product development and app service provider infrastructure, as well as $0.1 million in advertising, marketing and professional fees.

 

Comparison of the Nine Months Ended March 31, 2024 and 2023

 

Operating expenses for the nine months ended March 31, 2024 increased $1.9 million to $4.2 million compared to $2.3 million in the prior year period. The increase was attributed to ongoing development of the app and continued ramping up for the product post launch. Increases from the prior year’s nine-month period included additional spend in product development, advertising and marketing and professional fees.

 

Liquidity and Capital Resources

 

The Marygold Companies is a holding company that conducts its operations through its subsidiaries. At the holding-company level, its liquidity needs relate to operational expenses, the funding of additional business acquisitions and new investment opportunities. Our operating subsidiaries’ principal liquidity requirements arise from cash used in operating activities, debt service, and capital expenditures, including purchases of equipment and services, operating costs and expenses, and income taxes. Cash is managed at the holding company or the subsidiary level. There are no limitations or constraints on the movement of funds between the entities.

 

As of March 31, 2024, we had $4.5 million of cash and cash equivalents on a consolidated basis as compared to $8.2 million as of June 30, 2023, a decrease of $3.7 million or 45%. For the nine months ended March 31, 2024, USCF Investments invested $3.0 million by seeding one new fund and we made additional expenditures of $4.1 million in Marygold. We have invested a total of $13.5 million in the fintech app since Marygold’s inception. We expect that Marygold will require additional expenditures over the coming 12 months. As the funding requirements become known, we will decide upon the source of the additional capital investment to be made as the need arises. During the quarter ended March 31, 2024, we made a deposit of $1.8 million in connection with the potential acquisition of a 9.9% equity interest in a domestic financial institution that is currently seeking certain regulatory approval.

 

Based on our current operating plan, we believe existing cash resources will be sufficient to meet our working capital requirements for the next twelve months. If sufficient funds are not available to finance our business and operations, including our investment in Marygold, we may need to raise additional financing through one or more debt or an equity financing to meet our operating and cash needs. There can be no assurance we will be able to raise additional financing or obtain terms that are acceptable to us.

 

 

Lease Liability

 

The Company has various operating leases for offices, warehouses and manufacturing facilities. The total amount due under these obligations was $1.1 million and $1.0 million as of March 31, 2024 and June 30, 2023, respectively. The obligations will reduce over the passage of time through periodic lease payments. See Note 11 for further analysis of this obligation.

 

Borrowings

 

As of March 31, 2024, we had $0.4 million of third-party indebtedness as compared to $0.3 million of third-party and related-party indebtedness as of June 30, 2023. Brigadier owes $0.3 million under a loan that is secured with the land and building in Canada. The initial principal balance was $0.6 million as of the loan date in 2019 with an annual interest rate of 4.14% maturing June 30, 2024. Interest on the loan is expensed or accrued as it becomes due.

 

In addition, Gourmet Foods has a finance lease liability of $0.1 million related to a solar energy system as March 31, 2024 and June 30, 2023, respectively, and are included under loans - property and equipment on our consolidated balance sheets.

 

Investments

 

USCF Investments, from time to time, provides initial investments in the creation of ETP funds that USCF Investments manages. USCF Investments classifies these investments as current assets as these investments are generally sold within one year from the balance sheet date. As of March 31, 2024, USCF Investments held investment positions in four of its 40 Act funds, USG (renamed from GLDX in March 2024), ZSB, USE and ZSC of $1.3 million, $0.4 million, $3.2 million, and $2.3 million, respectively. As of June 30, 2023 USCF held positions in USG, ZSB, and USE of $1.3 million, $1.9 million, and $2.6 million, respectively. These investment positions along with other investments, as applicable, are described further in Note 7 to our Financial Statements.

 

Dividends

 

We have historically not paid any dividends on our shares of common stock and we have no current plans to pay dividends.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

As a “smaller reporting company”, we are not required to provide the information required by this Item.

 

Item 4. Controls and Procedures

 

(a) Evaluation of Disclosure Controls and Procedures

 

The Marygold Companies maintains disclosure controls and procedures that are designed to provide reasonable assurances that the information required to be disclosed in The Marygold Companies’ periodic reports filed or submitted under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures and any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving their control objectives.

 

The duly appointed officers of The Marygold Companies, including its chief executive officer and chief accounting officer, who perform functions equivalent to those of a principal executive officer and principal financial officer of The Marygold Companies, have evaluated the effectiveness of The Marygold Companies’ disclosure controls and procedures and have concluded that the disclosure controls and procedures of The Marygold Companies were effective as of the end of the period covered by this quarterly report on Form 10-Q.

 

(b) Change in Internal Control Over Financial Reporting

 

There were no significant changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) during the quarterly period covered by this report that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

 

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

Refer to “Note 11. Commitments And Contingencies – Litigation”

 

Item 1A. Risk Factors

 

The Marygold Companies and its subsidiaries (referred to herein as “we,” “us,” “our” or similar expressions) are subject to certain risks and uncertainties in its business operations. In addition to the other information set forth in this report, you should carefully consider the factors discussed under “Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended June 30, 2023 (“2023 Form 10-K”), which could materially affect our business, financial condition and/or operating results. The risks described in our 2023 Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.

 

There have been no material changes to the risk factors discussed in “Risk Factors” in our 2023 Form 10-K. These risk factors should be read in connection with the other information included in this quarterly report on Form 10-Q, including Management’s Discussion and Analysis of Financial Condition and Results of Operations and our financial statements and the related notes.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

Securities Trading Plans of Directors and Executive Officers

 

During the fiscal quarter ended March 31, 2024, none of the Company’s directors or officers, as defined in Section 16 of the Securities Exchange Act of 1934, adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” as defined under Item 408(a) of Regulation S-K.

 

Item 6. Exhibits

 

The following exhibits are filed or incorporated by reference as part of this Form 10-Q:

 

31.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

* Indicates management contract or any compensatory plan, contract or arrangement.

 

101.INS	Inline XBRL Instance Document#
101.SCH	Inline XBRL Taxonomy Extension Schema Document#
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document#
101.LAB	Inline XBRL Taxonomy Extension Labels Linkbase Document#
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document#
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document#
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	THE MARYGOLD COMPANIES, INC.
Dated: May 13, 2024	By:	/s/ Nicholas Gerber
		Nicholas Gerber
		Principal Executive Officer
	By:	/s/ Scott A. West
		Scott A. West
		Principal Accounting Officer

 

 

 

EXHIBIT 31.1

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13A-14(A) OR 15D-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Nicholas Gerber, certify that:

 

1. I have reviewed this report on Form 10-Q of The Marygold Companies, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: May 13, 2024

 

/S/ Nicholas Gerber
Nicholas Gerber Principal Executive Officer

 

 

 

EXHIBIT 31.2

 

CERTIFICATION OF PRINCIPAL ACCOUNTING OFFICER PURSUANT TO RULE 13A-14(A) OR 15D-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Scott A. West, certify that:

 

1. I have reviewed this report on Form 10-Q of The Marygold Companies, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: May 13, 2024

 

/S/ Scott A. West
Scott A. West
Principal Accounting Officer

 

 

 

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of The Marygold Companies, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2024, as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, Nicholas Gerber, Principal Executive Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

 

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: May 13, 2024

 

/S/ Nicholas Gerber
Nicholas Gerber
Principal Executive Officer

 

A signed original of this written statement required by Section 906 has been provided to The Marygold Companies, Inc. and will be retained by The Marygold Companies, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

 

EXHIBIT 32.2

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of The Marygold Companies, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2024, as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, Scott A. West, Principal Accounting Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

 

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: May 13, 2024

 

/S/ Scott A. West
Scott A. West
Principal Accounting Officer

 

A signed original of this written statement required by Section 906 has been provided to The Marygold Companies, Inc. and will be retained by The Marygold Companies, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

v3.24.1.1.u2

Cover - shares	9 Months Ended
	Mar. 31, 2024	May 10, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--06-30
Entity File Number	001-41318
Entity Registrant Name	THE MARYGOLD COMPANIES, INC.
Entity Central Index Key	0001005101
Entity Tax Identification Number	90-1133909
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	120 Calle Iglesia
Entity Address, Address Line Two	Unit B
Entity Address, City or Town	San Clemente
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92672
City Area Code	949
Local Phone Number	429-5370
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	MGLD
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		39,383,459

v3.24.1.1.u2

Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands	Mar. 31, 2024	Jun. 30, 2023
CURRENT ASSETS
Cash and cash equivalents	$ 4,490	$ 8,161
Accounts receivable, net (of which $1,490 and $1,674, respectively, due from related parties)	2,489	3,026
Inventories	2,113	2,254
Prepaid income tax and tax receivable	1,955	992
Investments, at fair value	11,630	11,481
Other current assets	3,094	904
Total current assets	25,771	26,818
Restricted cash	14	425
Property and equipment, net	1,195	1,255
Operating lease right-of-use assets	1,095	821
Goodwill	2,307	2,307
Intangible assets, net	2,003	2,330
Deferred tax assets, net	771	771
Other assets	553	554
Total assets	33,709	35,281
CURRENT LIABILITIES
Accounts payable and accrued expenses	3,566	2,771
Operating lease liabilities, current portion	635	457
Purchase consideration payable		605
Loans - property and equipment, current portion	340	359
Total current liabilities	4,541	4,192
Loans - property and equipment, net of current portion	74	88
Operating lease liabilities, net of current portion	471	381
Deferred tax liabilities, net	242	242
Total long-term liabilities	787	711
Total liabilities	5,328	4,903
STOCKHOLDERS’ EQUITY
Common stock, $0.001 par value; 900,000 shares authorized; 39,383 shares issued and outstanding at March 31, 2024 and at June 30, 2023	39	39
Additional paid-in capital	12,714	12,397
Accumulated other comprehensive loss	(246)	(145)
Retained earnings	15,874	18,087
Total stockholders’ equity	28,381	30,378
Total liabilities and stockholders’ equity	$ 33,709	$ 35,281

v3.24.1.1.u2

Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - USD ($) shares in Thousands, $ in Thousands	Mar. 31, 2024	Jun. 30, 2023
Accounts receivable net - related parties	$ 2,489	$ 3,026
Preferred stock, par or stated value per share	$ 0.001	$ 0.001
Preferred stock, shares authorized	50,000	50,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	900,000	900,000
Common stock, shares issued	39,383	39,383
Common stock, shares outstanding	39,383	39,383
Series B Preferred Stock [Member]
Preferred Stock, shares issued	49,360	49,360
Preferred Stock, shares outstanding	49,360	49,360
Related Party [Member]
Accounts receivable net - related parties	$ 1,490	$ 1,674

v3.24.1.1.u2

Condensed Consolidated Statements of Operations (unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Revenue
Revenue	$ 7,880	$ 8,299	$ 24,571	$ 26,003
Cost of revenue	2,323	2,195	6,449	6,450
Gross profit	5,557	6,104	18,122	19,553
Operating expense
Salaries and compensation	2,690	2,355	8,279	7,530
General and administrative expense	2,166	1,750	6,730	5,269
Fund operations	1,295	1,081	3,752	3,334
Marketing and advertising	745	612	2,426	1,936
Depreciation and amortization	132	140	439	437
Total operating expenses	7,028	5,938	21,626	18,506
(Loss) income from operations	(1,471)	166	(3,504)	1,047
Other income (expense)
Interest and dividend income	259	59	580	174
Interest expense	(5)	(5)	(12)	(16)
Other income (expense), net	333	(97)	(116)	(68)
Total other income (expense), net	587	(43)	452	90
(Loss) income before income taxes	(884)	123	(3,052)	1,137
Benefit (provision) of income taxes	355	30	840	(305)
Net (loss) income	$ (529)	$ 153	$ (2,212)	$ 832
Weighted average shares of common stock
Basic	40,401	40,371	40,401	40,371
Diluted	40,401	40,438	40,401	40,402
Net (loss) income per common share
Basic	$ (0.01)	$ 0.00	$ (0.05)	$ 0.02
Diluted	$ (0.01)	$ 0.00	$ (0.05)	$ 0.02
Fund Management Related Party [Member]
Revenue
Revenue	$ 4,406	$ 5,022	$ 14,453	$ 15,708
Food Products [Member]
Revenue
Revenue	1,836	1,825	5,485	5,702
Beauty Products [Member]
Revenue
Revenue	858	746	2,475	2,334
Security Systems [Member]
Revenue
Revenue	650	576	1,773	1,871
Financial Services [Member]
Revenue
Revenue	$ 130	$ 130	$ 385	$ 388

v3.24.1.1.u2

Condensed Consolidated Statements of Comprehensive (Loss) Income (unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Net (loss) income	$ (529)	$ 153	$ (2,212)	$ 832
Foreign currency translation loss	(234)	(30)	(101)	(9)
Comprehensive (loss) income	$ (763)	$ 123	$ (2,313)	$ 823

v3.24.1.1.u2

Condensed Consolidated Statements of Stockholders' Equity (unaudited) - USD ($) shares in Thousands, $ in Thousands	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Jun. 30, 2022		$ 39	$ 12,313	$ (234)	$ 16,921	$ 29,039
Beginning balance, shares at Jun. 30, 2022	49	39,383
Gain (Loss) on currency translation				(314)		(314)
Stock-based compensation			7			7
Net (loss) income					497	497
Ending balance, value at Sep. 30, 2022		$ 39	12,320	(548)	17,418	29,229
Ending balance, shares at Sep. 30, 2022	49	39,383
Beginning balance, value at Jun. 30, 2022		$ 39	12,313	(234)	16,921	29,039
Beginning balance, shares at Jun. 30, 2022	49	39,383
Gain (Loss) on currency translation						(9)
Net (loss) income						832
Ending balance, value at Mar. 31, 2023		$ 39	12,360	(244)	17,753	29,908
Ending balance, shares at Mar. 31, 2023	49	39,383
Beginning balance, value at Sep. 30, 2022		$ 39	12,320	(548)	17,418	29,229
Beginning balance, shares at Sep. 30, 2022	49	39,383
Gain (Loss) on currency translation				334		334
Stock-based compensation			10			10
Net (loss) income					182	182
Ending balance, value at Dec. 31, 2022		$ 39	12,330	(214)	17,600	29,755
Ending balance, shares at Dec. 31, 2022	49	39,383
Gain (Loss) on currency translation				(30)		(30)
Stock-based compensation			30			30
Net (loss) income					153	153
Ending balance, value at Mar. 31, 2023		$ 39	12,360	(244)	17,753	29,908
Ending balance, shares at Mar. 31, 2023	49	39,383
Beginning balance, value at Jun. 30, 2023		$ 39	12,397	(144)	18,086	30,378
Beginning balance, shares at Jun. 30, 2023	49	39,383
Gain (Loss) on currency translation				(94)		(94)
Stock-based compensation			93			93
Net (loss) income					(500)	(500)
Ending balance, value at Sep. 30, 2023		$ 39	12,490	(238)	17,586	29,877
Ending balance, shares at Sep. 30, 2023	49	39,383
Beginning balance, value at Jun. 30, 2023		$ 39	12,397	(144)	18,086	30,378
Beginning balance, shares at Jun. 30, 2023	49	39,383
Gain (Loss) on currency translation						(101)
Net (loss) income						(2,212)
Ending balance, value at Mar. 31, 2024		$ 39	12,714	(246)	15,874	28,381
Ending balance, shares at Mar. 31, 2024	49	39,383
Beginning balance, value at Sep. 30, 2023		$ 39	12,490	(238)	17,586	29,877
Beginning balance, shares at Sep. 30, 2023	49	39,383
Gain (Loss) on currency translation				226		226
Stock-based compensation			115			115
Net (loss) income					(1,183)	(1,183)
Ending balance, value at Dec. 31, 2023		$ 39	12,605	(12)	16,403	29,035
Ending balance, shares at Dec. 31, 2023	49	39,383
Gain (Loss) on currency translation				(234)		(234)
Stock-based compensation			109			109
Net (loss) income					(529)	(529)
Ending balance, value at Mar. 31, 2024		$ 39	$ 12,714	$ (246)	$ 15,874	$ 28,381
Ending balance, shares at Mar. 31, 2024	49	39,383

v3.24.1.1.u2

Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands	9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income	$ (2,212)	$ 832
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization	439	437
Stock-based compensation	317	47
Unrealized loss on investments	160	77
Non-cash lease costs	530	432
Changes in operating assets and liabilities:
Accounts receivable	498	344
Prepaid income taxes and tax receivable	(964)	131
Inventories	117	(185)
Other current assets	(389)	(438)
Accounts payable and accrued expenses	815	(425)
Operating lease liabilities	(527)	(433)
Net cash (used in) provided by operating activities	(1,216)	819
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	(30)	(74)
Deposit related to investment (see Note 4)	(1,800)
Payment of purchase consideration payable	(629)	(616)
Proceeds from sale of investments	11,521	4,277
Purchase of investments	(11,817)	(7,984)
Net cash used in investing activities	(2,755)	(4,397)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of property and equipment loans	(11)	(11)
Principal payments of finance lease liability	(6)	(5)
Net cash used in financing activities	(17)	(16)
Effect of exchange rate change on cash and cash equivalents	(94)	(59)
NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(4,082)	(3,653)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING BALANCE	8,586	13,929
Total cash, cash equivalents and restricted cash	4,504	10,276
Cash and cash equivalents	4,490	9,858
Restricted cash	14	418
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest	13	12
Income taxes (net of refunds received)	116	195
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Acquisition of operating right-of-use assets through operating lease liability	$ 795	$ 104

v3.24.1.1.u2

ORGANIZATION AND DESCRIPTION OF BUSINESS	9 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
ORGANIZATION AND DESCRIPTION OF BUSINESS	NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS   The Marygold Companies, Inc., (the “Company” or “The Marygold Companies”), a Nevada corporation, is a global holding company that intends to focus on financial services. The Company is currently directing its investments towards financial services and the emerging Fintech space. The operations of the Company’s wholly owned subsidiaries 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 that trade on the NYSE Arca stock exchange. This subsidiary contributed approximately 55% to 60% of total revenues for the current year periods presented in these financial statements.   ● 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”). These subsidiaries contributed approximately 22% of total revenues for the periods presented in these financial statements.   ● Brigadier Security Systems (2000) Ltd. (“Brigadier”), a Canadian based company, sells and installs commercial and residential alarm monitoring systems. This subsidiary contributed approximately 7% of total revenues for the periods presented in these financial statements.   ● 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. This subsidiary contributed approximately 9% of total revenues for the periods presented in these financial statements.   ● Marygold & Co., a 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 initial development phase and launched its commercial services in June 2023. Through March 31, 2024, Marygold continued its launch efforts and commenced with new marketing campaigns.   ● Marygold & Co. (UK) Limited, a UK limited company, together with its UK subsidiary, Tiger Financial and Asset Management, Ltd. (collectively “Marygold UK”) is an asset manager and registered investment advisor in the UK. This subsidiary contributed approximately 2% of total revenues for the periods presented in these financial statements   The Marygold Companies manages its operating businesses on a decentralized basis. The Marygold Companies’ 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 Marygold Companies’ corporate 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.

v3.24.1.1.u2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES   Basis of Presentation and Accounting Principles   The Company has prepared the accompanying unaudited condensed financial statements on a consolidated basis. In the opinion of management, the accompanying unaudited condensed consolidated balance sheets, related statements of operations, comprehensive (loss) income, stockholders’ equity and cash flows include all adjustments, consisting only of normal recurring items, necessary for their fair presentation, prepared on an accrual basis, in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) but does not include all of the information and footnotes required by U.S. GAAP for complete audited financial statements. Operating results for the nine months ended March 31, 2024, are not necessarily indicative of the results that may be expected for the year ending June 30, 2024. The condensed consolidated balance sheet as of June 30, 2023, has been derived from the audited consolidated financial statements at that date included in our annual report on Form 10-K for the year ended June 30, 2023, but does not include all of the information and footnotes required by U.S. GAAP for complete audited financial statements. The information included in this Form 10-Q should be read in conjunction with information included in the Company’s Annual Report on Form 10-K for year ended June 30, 2023.   Principles of Consolidation   The accompanying Condensed Consolidated Financial Statements, which are referred herein as the “Financial Statements”, include the accounts of The Marygold Companies and its wholly owned subsidiaries, USCF Investments, Gourmet Foods, Brigadier, Original Sprout, Marygold and Marygold UK are presented on a consolidated basis.   All inter-company transactions and accounts have been eliminated in consolidation.     Use of Estimates   The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.   Concentration of Credit Risk   Our subsidiary USCF Investments relies on the revenues generated through the various funds it manages. The concentration of fund management revenue and related receivables were (dollars in thousands):  SCHEDULE OF CONCENTRATION RISK     Three Months Ended March 31,     Nine Months Ended March 31,       2024     2023     2024     2023       Revenue     % of Total     Revenue     % of Total     Revenue     % of Total     Revenue     % of Total   Fund                                                                 USO   $ 1,583       36 %   $ 1,875       37 %   $ 5,062       35 %   $ 6,901       44 % UNG     1,225       28 %     1,307       26 %     4,462       31 %     2,865       18 % UMI     490       11 %     396       8 %     1,418       10 %     1,137       7 % All Others     1,108       25 %     1,444       29 %     3,511       24 %     4,805       31 % Total   $ 4,406       100 %   $ 5,022       100 %   $ 14,453       100 %   $ 15,708       100 %       March 31, 2024     June 30, 2023       Accounts Receivable     % of Total     Accounts Receivable     % of Total   Fund                                 USO   $ 519       35 %   $ 596       36 % UNG     409       27 %     554       33 % UMI     174       12 %     140       8 % All Others     388       26 %     384       23 % Total   $ 1,490       100 %   $ 1,674       100 %   There are no significant concentrations for the other operating subsidiaries on a consolidated basis.   Recently Issued and Adopted Accounting Pronouncements   In 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Board Update (“ASU”) 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments, and also issued subsequent amendments to the initial guidance, which replace the existing incurred loss impairment model with an expected credit loss model and require a financial asset measured at amortized cost to be presented at the net amount expected to be collected. The new guidance was effective for annual reporting periods beginning after March 15, 2022, including interim periods within that annual period. The Company adopted the standard during fiscal year 2024 with the additional disclosures and no changes related to the period of recognition of losses on its receivables.     In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after March 15, 2023, and interim periods within fiscal years beginning after March 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is also permitted. This ASU will likely result in us including the additional required disclosures when adopted. We are currently evaluating the provisions of this ASU and expect to adopt them for the year ending June 30, 2025.   In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after March 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. This ASU will result in the required additional disclosures being included in our consolidated financial statements, once adopted.

v3.24.1.1.u2

BASIC AND DILUTED NET EARNINGS PER SHARE	9 Months Ended
	Mar. 31, 2024
Net (loss) income per common share
BASIC AND DILUTED NET EARNINGS PER SHARE	NOTE 3. BASIC AND DILUTED NET EARNINGS PER SHARE   Basic net income per share is based upon the weighted average number of common shares outstanding. 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 income per share is based on the assumption that all dilutive convertible shares and stock options were converted 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 three and nine-months ended March 31, 2024, the Company excluded 1,312,198 common stock equivalents from the diluted earnings per share calculation as their effect would be anti-dilutive. For the three and nine months ended March 31, 2023, the Company excluded 364,196 common stock equivalents from the diluted earnings per share calculation as their effect would be anti-dilutive.   Basic and diluted net income per share reflects the effects of shares potentially issuable upon conversion of convertible preferred stock.   The components of basic and diluted earnings per share were as follows (in thousands, except per share data):  SCHEDULE OF EARNINGS PER SHARE, BASIC AND DILUTED     Three Months Ended  March 31, 2024     Three Months Ended  March 31, 2023       Net (Loss) Income     Shares     Per Share     Net Income     Shares     Per Share   Basic net (loss) income per share:                                                                 Net (loss) income available to common shareholders   $ (516 )     39,414     $ (0.01 )   $ 149       39,384     $ 0.00   Net (loss) income available to preferred shareholders     (13 )     987     $ (0.01 )     4       987     $ 0.00   Basic net (loss) income per share   $ (529 )     40,401     $ (0.01 )   $ 153       40,371     $ 0.00                                                     Diluted net (loss) income per share:                                                 Net (loss) income available to common shareholders, basic   $ (516 )     39,414             $ 149       39,383           Impact of dilutive securities     -       -               -       68           Net (loss) income available to common shareholders, diluted     (516 )     39,414     $ (0.01 )     149       39,451     $ 0.00   Net (loss) income available to preferred shareholders     (13 )     987     $ (0.01 )     4       987     $ 0.00   Diluted net (loss) income per share   $ (529 )   40,401     $ (0.01 )   $ 153       40,438     $ 0.00           Nine Months Ended March 31, 2024     Nine Months Ended March 31, 2023       Net (Loss) Income     Shares     Per Share     Net Income     Shares     Per Share   Basic net (loss) income per share:                                                                    Net (loss) income available to common shareholders   $ (2,158 )     39,414     $ (0.05 )   $ 812       39,384     $ 0.02   Net (loss) income available to preferred shareholders     (54)       987     $ (0.05 )     20       987     $ 0.02   Basic net (loss) income per share   $ (2,212 )     40,401     $ (0.05 )   $ 832       40,371     $ 0.02                                                     Diluted net (loss) income per share:                                                 Net (loss) income available to common shareholders, basic   $ (2,158 )     39,414             $ 811       39,384           Impact of dilutive securities     -       -               1       31           Net (loss) income available to common shareholders, diluted     (2,158 )     39,414     $ (0.05 )     812       39,415     $ 0.02   Net (loss) income available to preferred shareholders     (54 )     987     $ (0.05 )     20       987     $ 0.02   Diluted net (loss) income per share   $ (2,212 )     40,401     $ (0.05 )   $ 832     40,402     $ 0.02

v3.24.1.1.u2

CERTAIN BALANCE SHEET DETAILS	9 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
CERTAIN BALANCE SHEET DETAILS	NOTE 4. CERTAIN BALANCE SHEET DETAILS   Other current assets   Included in the other current assets balance of $3.1 million as of March 31, 2024 is a deposit of $1.8 million made during the quarter then ended in connection with the potential acquisition of a 9.9% equity interest in a domestic financial institution that is currently seeking certain regulatory approval. If the regulatory approval is obtained, the deposit will convert to an equity interest in the financial institution and if the regulatory approval is not obtained the deposit will be refunded to the Company.  SCHEDULE OF INVENTORY     March 31,     June 30,       (in thousands)       March 31,     June 30,   Inventories   2024     2023   Raw materials and supplies   $ 1,224     $ 1,456   Finished goods     889       798   Total inventories   $ 2,113     $ 2,254      SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT     March 31,     June 30,   Property and equipment, net   2024     2023   Manufacturing equipment   $ 1,934     $ 1,915   Land and building     575       575   Other equipment     818       784   Total property and equipment, gross     3,327       3,274   Accumulated depreciation     (2,132 )     (2,019 ) Total property and equipment, net   $ 1,195     $ 1,255      SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES     March 31,     June 30,   Accounts payable and accrued expenses   2024     2023   Accounts payable   $ 2,530     $ 1,326   Taxes payable     87       97   Accrued payroll, vacation and bonus payable     676       455   Accrued operating expenses     273       893   Total   $ 3,566     $ 2,771

v3.24.1.1.u2

INTANGIBLE ASSETS	9 Months Ended
	Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS	NOTE 5. INTANGIBLE ASSETS  SCHEDULE OF INTANGIBLE ASSETS Intangible Assets   Weighted Average Remaining Life (in years)   Intangible Assets (Gross)     Accumulated Amortization     Intangible Asset (Net)       March 31, 2024 Intangible Assets   Weighted Average Remaining Life (in years)   Intangible Assets (Gross)     Accumulated Amortization     Intangible Asset (Net)       (dollars in thousands)   Customer relationships   2.9   $ 1,364     $ (760 )   $ 604   Brand name   1.7     402       (320 )      82   Brand name – indefinite lived   N/A     896       -       896   Recipes   1.7     1,222       (965 )      257   Internally developed software   2.2     218       (54 )      164   Total       $ 4,102     $ (2,099 )   $ 2,003     Intangible Assets   Weighted Average Remaining Life (in years)   Intangible Assets (Gross)     Accumulated Amortization     Intangible Asset (Net)       June 30, 2023 Intangible Assets   Weighted Average Remaining Life (in years)   Intangible Assets (Gross)     Accumulated Amortization     Intangible Asset (Net)       (dollars in thousands)   Customer relationships   3.7   $ 1,364     $ (630 )   $ 734   Brand name   2.5     402       (290 )     112   Brand name – indefinite lived   N/A     896       -       896   Recipes   2.5     1,222       (852 )     370   Internally developed software   3.0     218       -       218   Total       $ 4,102     $ (1,772 )   $ 2,330     Total amortization expense for intangible assets for the three months ended March 31, 2024 and 2023 was $0.1 million and for the nine months ended March 31, 2024 and 2023 was $0.3 million.   Estimated 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,   Expense   2024 (remainder of the year)   $ 107   2025     419   2026     306   2027     93   2028     93   Thereafter     985   Total   $ 2,003

v3.24.1.1.u2

INVESTMENTS	9 Months Ended
	Mar. 31, 2024
Investments, All Other Investments [Abstract]
INVESTMENTS	NOTE 6. INVESTMENTS   USCF 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 in fair value included in earnings on the Statements of Operations. Investments in which no controlling financial interest exists, but significant influence exists are recorded using the equity method of accounting unless the fair value option is elected under Accounting Standards Codification 825, Fair Value Option. As of March 31, 2024, the USCF Advisers owned $1.3 million of the USCF Gold Strategy Plus Income Fund (changed ticker to “USG” from “GLDX” in March 2024), $0.4 million of the USCF Sustainable Battery Metals Strategy Fund (“ZSB”), $3.2 million of the USCF Energy Commodity Strategy Absolute Return Fund (“USE”) and $2.3 million of the USCF Sustainable Commodity Strategy Fund (“ZSC”). As of June 30, 2023, USCF Advisers held positions in USG, ZSB and USE of $1.3 million, $1.9 million and $2.6 million, respectively. These funds are related parties managed by USCF Advisers, which are included in other equities in the below table. The Company elected the fair value option related to these investments as the shares were purchased and will be sold on the market and this accounting treatment is considered to be most informative. In addition to the holdings in USG, ZSB, USE and ZSC, the Company also invests in marketable securities. The Company recognized unrealized gains (losses) of $0.3 million and ($0.1) million for the three months ended March 31, 2024 and 2023, respectively, and less than $0.1 million and ($0.1) million for the nine months ended March 31, 2024 and 2023, respectively.     All of the Company’s short-term investments are classified as Level 1 assets and consist of the following (in thousands):  SCHEDULE OF AVAILABLE-FOR-SALE SECURITIES RECONCILIATION     March 31, 2024       Cost     Gross Unrealized Gains     Gross Unrealized Losses     Estimated Fair Value   Money market funds   $ 3,021     $          -     $ -     $ 3,021   Other short-term investments     291       1       -       292   Short-term treasury bills     990       7       -       997   Other equities - related parties     7,449       748       (877 )     7,320   Total short-term investments   $ 11,751     $ 756     $ (877 )   $ 11,630         June 30, 2023       Cost     Gross Unrealized Gains     Gross Unrealized Losses     Estimated Fair Value   Money market funds   $ 3,403     $ -     $ -     $ 3,403   Other short-term investments     280       -       (2 )     278   Short-term treasury bills     1,952       17       -       1,969   Other equities - related parties     5,972       88       (229 )     5,831   Total short-term investments   $ 11,607     $ 105     $ (231 )   $ 11,481     During the three and nine months ended March 31, 2024 and 2023, respectively, there were no transfers in or out of Level 3.   As of March 31, 2024 and June 30, 2023, the Company also holds a $0.5 million equity investment in a registered investment advisor accounted for on a cost basis, minus impairment, which we believe approximates fair value, given the lack of observable price changes in orderly transactions, which is included in other assets on the balance sheet. There was no impairment recorded for the nine months ended March 31, 2024 or 2023.

v3.24.1.1.u2

RELATED PARTY TRANSACTIONS	9 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 7. RELATED PARTY TRANSACTIONS   USCF Investments – Related Party Transactions   The Funds managed by USCF and USCF Advisers are deemed by management to be related parties. The Company’s USCF Investments revenues earned from related parties were $4.4 million and $5.0 million for the three months ended March 31, 2024 and 2023, respectively, and $14.5 million and $15.7 million for the nine months ended March 31, 2024 and 2023, respectively. Accounts receivable due from related parties were $1.5 million and $1.7 million as of March 31, 2024 and June 30, 2023, respectively. USCF Investments, from time to time, provides initial investments in the creation of ETP and ETF funds that USCF Advisers manages. Such investments included USG, ZSB, USE and ZSC, related party funds managed by USCF Advisers, and as of March 31, 2024 the investments totaled $1.3 million, $0.4 million, $3.2 million and $2.3 million, respectively. As of June 30, 2023 the investments totaled $1.3 million, $1.9 million, $2.6 million and $0, respectively. The Company owns 62% and 68% of the outstanding shares of these investments as of March 31, 2024 and June 30, 2023, respectively.   USCF Advisers is contractually obligated to pay license fees related to ZSB and ZSC intellectual property rights to an affiliated entity during the next two fiscal years totaling up to $0.8 million. For the three and nine months ended March 31, 2024, the license fee expenses incurred totaled $0.2 million and $0.3 million, respectively.

v3.24.1.1.u2

STOCKHOLDERS’ EQUITY	9 Months Ended
	Mar. 31, 2024
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 8. STOCKHOLDERS’ EQUITY   Stock-based Compensation   During the three and nine months ended March 31, 2024 the Company granted stock options for the purchase of zero and 315,881 shares, respectively, with a weighted average grant date fair values of $1.11 per share. The fair value of the options granted were estimated using the following assumptions:  SCHEDULE OF SHARE BASED COMPENSATION     Three and Nine Months Ended March 31, 2024   Expected volatility     159% - 197 % Expected term     6.3 years   Risk-Free interest rate     3.5% - 4.7 % Expected dividend yield     0 %    SCHEDULE OF SHARE BASED COMPENSATION STOCK OPTIONS     Stock Options       Number of Options     Weighted Average Exercise Price   Outstanding at July 1, 2023     270,000     $ 1.61   Granted     315,881     $ 1.15   Forfeited     (38,750 )   $ 1.64   Outstanding and expected to vest at March 31, 2024     547,131     $ 1.34   Exercisable as of March 31, 2024     72,912     $ 1.60     As of March 31, 2024, there was $0.5 million of unrecognized compensation expense related to outstanding stock options that will be recognized over a remaining weighted average period of 3.3 years. As of March 31, 2024, the weighted average remaining contractual life of the outstanding stock options was 9.1 years.   The following table summarizes the restricted stock activities for the nine months ended March 31, 2024.  SCHEDULE OF SHARE BASED COMPENSATION RESTRICTED STOCK OUTSTANDING     Restricted Stock Awards       Number of RSAs     Weighted Average Grant Date Fair Value   Nonvested as of July 1, 2023     288,733     $ 1.36   Granted     447,543     $ 1.03   Canceled     (23,585 )   $ 1.06   Vested     (30,124 )   $ 1.39   Nonvested as of March 31, 2024     628,567     $ 1.15     During the three and nine months ended March 31, 2024, the Company granted zero and 447,543 restricted stock awards (“RSAs”) with a weighted average grant date fair value of $1.03 per share and a total fair value at date of grant of $0.5 million. The intrinsic value of outstanding RSAs was $0.9 million as of March 31, 2024. Stock-based compensation relating to RSAs totaled $0.1 million and zero for the three months ended March 31, 2024 and 2023, respectively, and $0.2 million and less than $0.1 million for the nine months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, there was $0.6 million of unrecognized compensation expense related to outstanding RSAs that will be recognized over a remaining weighted average period of 2.9 years.     The table below summarizes total remaining stock-based compensation for all outstanding awards (in thousands):  SCHEDULE OF SHARE BASED PAYMENT ARRANGEMENT Years Ending June 30,         Remainder of fiscal 2024   $ 111   2025     479   2026     351   2027     186   2028     17   Total stock-based compensation   $ 1,144     The aggregate expected stock-based compensation expense remaining to be recognized reflects only awards as of March 31, 2024 and assumes no forfeiture activity and will be recognized over a weighted-average period of 2.9 years.

v3.24.1.1.u2

BUSINESS COMBINATION	9 Months Ended
	Mar. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
BUSINESS COMBINATION	NOTE 9. BUSINESS COMBINATION   In 2021, Marygold UK entered into a Stock Purchase Agreement (“SPA”) to acquire all the issued and outstanding shares of Tiger Financial and Asset Management Limited (“Tiger”) which is an asset manager and investment advisor. The transaction closed in 2022 with an agreed purchase price of $2.9 million, subject to adjustment as provided for in the SPA. As of June 30, 2023, $0.6 million remained payable which was due on March 31, 2024, subject to downward adjustment per the terms of the SPA for an amount up to $0.6 million should existing clientele close their accounts prior to December 31, 2023. In accordance with the SPA, there was a downward adjustment of the purchase price of less than $0.1 million as a result of existing clientele closing their accounts prior to December 31, 2023. The remaining payment of $0.6 million was made in January 2024.   As disclosed in Note 13. Subsequent Events, the Company closed on the acquisition of Step-by-Step on April 30, 2024.

v3.24.1.1.u2

INCOME TAXES	9 Months Ended
	Mar. 31, 2024
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 10. INCOME TAXES   As of March 31, 2024, the Company’s total unrecognized tax benefits were $0.3 million, which would affect the effective tax rate if recognized. The Company will recognize interest and penalties, when they occur, related to uncertain tax positions as a component of tax expense. There is no interest or penalties to be recognized for the three and nine months ended March 31, 2024 and 2023.   The Company is required to make its best estimate of the annual effective tax rate for the full fiscal year and use that rate to provide for income taxes on a current year-to-date basis. The effective tax rate could fluctuate in the future due to changes in the taxable income mix between various jurisdictions.

v3.24.1.1.u2

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 11. COMMITMENTS AND CONTINGENCIES   Lease Commitments   For the three and nine months ended March 31, 2024 and 2023, the Company’s combined lease costs were $0.2 million and $0.6 million, respectively, and were recorded under general and administrative expense in the Statements of Operations.   Future minimum lease payments are (in thousands):  SCHEDULE OF FUTURE MINIMUM CONSOLIDATED LEASE PAYMENTS Year Ended June 30,   Operating Leases     Finance Lease   2024   $ 196     $ 4   2025     625       19   2026     309       19   2027     55       19   2028     -       19   Thereafter     -       64   Total minimum lease payments     1,185       144   Less: present value discount     (79 )     (42 ) Total lease liabilities   $ 1,106     $ 102       The weighted average remaining lease term for the Company’s operating leases was 1.5 years as of March 31, 2024 and a weighted-average discount rate of 5.6% was used to determine the total operating lease liabilities. The remaining lease term for the Company’s finance lease was 7.7 years as of March 31, 2024 with an annual interest rate of 7.0%.   Other Agreements and Commitments   As the Company builds out its Fintech application, it enters into agreements with various service providers. As of March 31, 2024, Marygold has future payment commitments with its primary service vendors totaling $0.9 million including $0.4 million due during the remainder of fiscal 2024 and $0.5 million due in fiscal 2025.   The Company’s USCF Advisers subsidiary is contractually obligated to pay license fees related to ZSB and ZSC intellectual property rights to an affiliated entity including $0.3 million due during the remainder of fiscal 2024 and $0.5 million due in fiscal 2025.   Litigation   From time to time, the Company may be involved in legal proceedings arising from the ordinary course of their respective businesses. Except as described below, there are no material pending legal proceedings against the Company or its subsidiaries. USCF is an indirect wholly owned subsidiary of the Company. USCF, 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.   In re: United States Oil Fund, LP Securities Litigation   On June 19, 2020, USCF, USO, John P. Love, and Stuart P. Crumbaugh were named as defendants in a putative class action filed by purported shareholder Robert Lucas (the “Lucas Class Action”). The Court thereafter consolidated the Lucas Class Action with two related putative class actions filed on July 31, 2020 and August 13, 2020, and appointed a lead plaintiff. The consolidated class action is pending in the U.S. District Court for the Southern District of New York under the caption In re: United States Oil Fund, LP Securities Litigation, Civil Action No. 1:20-cv-04740.   On November 30, 2020, the lead plaintiff filed an amended complaint (the “Amended Lucas Class Complaint”). 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 fees. The Amended Lucas Class Complaint named as defendants USCF, USO, John P. Love, Stuart P. Crumbaugh, Nicholas D. 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.     The 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.   USCF, 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.   Mehan Action   On August 10, 2020, purported shareholder Darshan Mehan filed a derivative action on behalf of nominal defendant USO, against defendants USCF, John P. Love, Stuart P. Crumbaugh, Nicholas D. Gerber, Andrew F Ngim, Robert L. Nguyen, Peter M. Robinson, Gordon L. Ellis, and Malcolm R. Fobes, III (the “Mehan Action”). The action is pending in the Superior Court of the State of California for the County of Alameda as Case No. RG20070732.   The Mehan Action alleges that the defendants breached their fiduciary duties to USO and failed to act in good faith in connection with a March 19, 2020 registration statement and offering and disclosures regarding certain extraordinary market conditions that caused demand for oil to fall precipitously, including the COVID-19 global pandemic and the Saudi Arabia-Russia oil price war. The complaint seeks, on behalf of USO, compensatory damages, restitution, equitable relief, attorney’s fees, and costs. All proceedings in the Mehan Action are stayed pending disposition of the motion(s) to dismiss in In re: United States Oil Fund, LP Securities Litigation.   USCF, USO, and the other defendants intend to vigorously contest such claims.   In re United States Oil Fund, LP Derivative Litigation   On August 27, 2020, purported shareholders Michael Cantrell and AML Pharm. Inc. DBA Golden International filed two separate derivative actions on behalf of nominal defendant USO, against defendants USCF, John P. Love, Stuart P. Crumbaugh, Andrew F Ngim, Gordon L. Ellis, Malcolm R. Fobes, III, Nicholas D. Gerber, Robert L. Nguyen, and Peter M. Robinson in the U.S. District Court for the Southern District of New York at Civil Action No. 1:20-cv-06974 (the “Cantrell Action”) and Civil Action No. 1:20-cv-06981 (the “AML Action”), respectively.   The complaints in the Cantrell and AML Actions are nearly identical. 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.   The Court consolidated the Cantrell and AML Actions under the caption In re United States Oil Fund, LP Derivative Litigation, Civil Action No. 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: United States Oil Fund, LP Securities Litigation.   USCF, USO, and the other defendants intend to vigorously contest the claims in In re United States Oil Fund, LP Derivative Litigation.     No accrual has been recorded with respect to the above legal matters as of March 31, 2024 and June 30, 2023. 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.   Retirement Plan   The Company has a 401(k) Profit Sharing Plan (“401K Plan”) covering U.S. employees. Participants may make contributions pursuant to a salary reduction agreement. In addition, the 401K Plan makes a safe harbor matching contribution. The Company’s matching contributions of less than $0.1 million for the three months ended March 31, 2024 and 2023, respectively, and $0.2 million for the nine months ended March 31, 2024 and 2023.

v3.24.1.1.u2

SEGMENT REPORTING	9 Months Ended
	Mar. 31, 2024
Segment Reporting [Abstract]
SEGMENT REPORTING	NOTE 12. SEGMENT REPORTING   The Company’s Chief Operating Decision Maker (“CODM”) evaluates the Company’s segments based on revenue type, as well as net (loss) income at each segment. The CODM does not evaluate segments on the basis of assets at each segment. SCHEDULE OF REVENUES FROM EXTERNAL CUSTOMERS      2024     2023     2024     2023       Three Months Ended March 31,     Nine Months Ended March 31,       2024     2023     2024     2023   Revenue from external customers:                                 Fund management - related party   $ 4,406     $ 5,022     $ 14,453     $ 15,708   Food products     1,836       1,825       5,485       5,702   Beauty products     858       746       2,475       2,334   Security systems     650       576       1,773       1,871   Financial services (1)     130       130       385       388   Total revenue   $ 7,880     $ 8,299     $ 24,571     $ 26,003         Three Months Ended March 31,     Nine Months Ended March 31,       2024     2023     2024     2023   Net (loss) income:                                 Fund management - related party   $ 1,383     $ 1,892     $ 4,189     $ 5,459   Food products     3       (34 )     200       184   Beauty products     (184 )     (133 )     (627 )     (194 ) Security systems     98       73       219       253   Financial services (1)     (1,398 )     (986 )     (4,398 )     (2,328 ) Corporate headquarters     (431 )     (659 )     (1,795 )     (2,542 ) Total net (loss) income   $ (529 )   $ 153     $ (2,212 )   $ 832     (1) Financial services includes Marygold and Marygold UK. The amount of net loss reclassified from “Corporate headquarters” to “Financial services” was $1.0 million and $2.4 million for the three and nine months ended March 31, 2023, respectively, relative to the presentation in the March 31, 2023 Form 10-Q.

v3.24.1.1.u2

SUBSEQUENT EVENTS	9 Months Ended
	Mar. 31, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 13. SUBSEQUENT EVENTS   The Company evaluated subsequent events for recognition and disclosure through the date the financial statements were issued or filed. Other than the below, nothing has occurred outside normal operations since that required recognition or disclosure in these financial statements.   On 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 approximately $1.1 million, subject to adjustment as provided for in the SPA. On April 30, 2024, Marygold UK paid $0.7 million upon the closing and the remaining approximately $0.4 million owed will be payable in two subsequent payments as provided in the SPA. The Company is still evaluating total accounting consideration and the purchase price allocation has not been completed as of the date of this report. Step-by-Step is an asset manager and investment advisor based in Staffordshire, England with approximately $35 million in assets under management. Step-by-Step will be operated as a subsidiary of Marygold UK. In addition to growing the business through increasing assets under management, Marygold UK intends to project the fintech mobile app services offered in the U.S. into the U.K. through the established contacts and certifications held by Step-by-Step.

v3.24.1.1.u2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation and Accounting Principles	Basis of Presentation and Accounting Principles   The Company has prepared the accompanying unaudited condensed financial statements on a consolidated basis. In the opinion of management, the accompanying unaudited condensed consolidated balance sheets, related statements of operations, comprehensive (loss) income, stockholders’ equity and cash flows include all adjustments, consisting only of normal recurring items, necessary for their fair presentation, prepared on an accrual basis, in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) but does not include all of the information and footnotes required by U.S. GAAP for complete audited financial statements. Operating results for the nine months ended March 31, 2024, are not necessarily indicative of the results that may be expected for the year ending June 30, 2024. The condensed consolidated balance sheet as of June 30, 2023, has been derived from the audited consolidated financial statements at that date included in our annual report on Form 10-K for the year ended June 30, 2023, but does not include all of the information and footnotes required by U.S. GAAP for complete audited financial statements. The information included in this Form 10-Q should be read in conjunction with information included in the Company’s Annual Report on Form 10-K for year ended June 30, 2023.
Principles of Consolidation	Principles of Consolidation   The accompanying Condensed Consolidated Financial Statements, which are referred herein as the “Financial Statements”, include the accounts of The Marygold Companies and its wholly owned subsidiaries, USCF Investments, Gourmet Foods, Brigadier, Original Sprout, Marygold and Marygold UK are presented on a consolidated basis.   All inter-company transactions and accounts have been eliminated in consolidation.
Use of Estimates	Use of Estimates   The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Concentration of Credit Risk	Concentration of Credit Risk   Our subsidiary USCF Investments relies on the revenues generated through the various funds it manages. The concentration of fund management revenue and related receivables were (dollars in thousands):  SCHEDULE OF CONCENTRATION RISK     Three Months Ended March 31,     Nine Months Ended March 31,       2024     2023     2024     2023       Revenue     % of Total     Revenue     % of Total     Revenue     % of Total     Revenue     % of Total   Fund                                                                 USO   $ 1,583       36 %   $ 1,875       37 %   $ 5,062       35 %   $ 6,901       44 % UNG     1,225       28 %     1,307       26 %     4,462       31 %     2,865       18 % UMI     490       11 %     396       8 %     1,418       10 %     1,137       7 % All Others     1,108       25 %     1,444       29 %     3,511       24 %     4,805       31 % Total   $ 4,406       100 %   $ 5,022       100 %   $ 14,453       100 %   $ 15,708       100 %       March 31, 2024     June 30, 2023       Accounts Receivable     % of Total     Accounts Receivable     % of Total   Fund                                 USO   $ 519       35 %   $ 596       36 % UNG     409       27 %     554       33 % UMI     174       12 %     140       8 % All Others     388       26 %     384       23 % Total   $ 1,490       100 %   $ 1,674       100 %   There are no significant concentrations for the other operating subsidiaries on a consolidated basis.
Recently Issued and Adopted Accounting Pronouncements	Recently Issued and Adopted Accounting Pronouncements   In 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Board Update (“ASU”) 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments, and also issued subsequent amendments to the initial guidance, which replace the existing incurred loss impairment model with an expected credit loss model and require a financial asset measured at amortized cost to be presented at the net amount expected to be collected. The new guidance was effective for annual reporting periods beginning after March 15, 2022, including interim periods within that annual period. The Company adopted the standard during fiscal year 2024 with the additional disclosures and no changes related to the period of recognition of losses on its receivables.     In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after March 15, 2023, and interim periods within fiscal years beginning after March 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is also permitted. This ASU will likely result in us including the additional required disclosures when adopted. We are currently evaluating the provisions of this ASU and expect to adopt them for the year ending June 30, 2025.   In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after March 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. This ASU will result in the required additional disclosures being included in our consolidated financial statements, once adopted.

v3.24.1.1.u2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
SCHEDULE OF CONCENTRATION RISK	SCHEDULE OF CONCENTRATION RISK     Three Months Ended March 31,     Nine Months Ended March 31,       2024     2023     2024     2023       Revenue     % of Total     Revenue     % of Total     Revenue     % of Total     Revenue     % of Total   Fund                                                                 USO   $ 1,583       36 %   $ 1,875       37 %   $ 5,062       35 %   $ 6,901       44 % UNG     1,225       28 %     1,307       26 %     4,462       31 %     2,865       18 % UMI     490       11 %     396       8 %     1,418       10 %     1,137       7 % All Others     1,108       25 %     1,444       29 %     3,511       24 %     4,805       31 % Total   $ 4,406       100 %   $ 5,022       100 %   $ 14,453       100 %   $ 15,708       100 %       March 31, 2024     June 30, 2023       Accounts Receivable     % of Total     Accounts Receivable     % of Total   Fund                                 USO   $ 519       35 %   $ 596       36 % UNG     409       27 %     554       33 % UMI     174       12 %     140       8 % All Others     388       26 %     384       23 % Total   $ 1,490       100 %   $ 1,674       100 %

v3.24.1.1.u2

BASIC AND DILUTED NET EARNINGS PER SHARE (Tables)	9 Months Ended
	Mar. 31, 2024
Net (loss) income per common share
SCHEDULE OF EARNINGS PER SHARE, BASIC AND DILUTED	The components of basic and diluted earnings per share were as follows (in thousands, except per share data):  SCHEDULE OF EARNINGS PER SHARE, BASIC AND DILUTED     Three Months Ended  March 31, 2024     Three Months Ended  March 31, 2023       Net (Loss) Income     Shares     Per Share     Net Income     Shares     Per Share   Basic net (loss) income per share:                                                                 Net (loss) income available to common shareholders   $ (516 )     39,414     $ (0.01 )   $ 149       39,384     $ 0.00   Net (loss) income available to preferred shareholders     (13 )     987     $ (0.01 )     4       987     $ 0.00   Basic net (loss) income per share   $ (529 )     40,401     $ (0.01 )   $ 153       40,371     $ 0.00                                                     Diluted net (loss) income per share:                                                 Net (loss) income available to common shareholders, basic   $ (516 )     39,414             $ 149       39,383           Impact of dilutive securities     -       -               -       68           Net (loss) income available to common shareholders, diluted     (516 )     39,414     $ (0.01 )     149       39,451     $ 0.00   Net (loss) income available to preferred shareholders     (13 )     987     $ (0.01 )     4       987     $ 0.00   Diluted net (loss) income per share   $ (529 )   40,401     $ (0.01 )   $ 153       40,438     $ 0.00           Nine Months Ended March 31, 2024     Nine Months Ended March 31, 2023       Net (Loss) Income     Shares     Per Share     Net Income     Shares     Per Share   Basic net (loss) income per share:                                                                    Net (loss) income available to common shareholders   $ (2,158 )     39,414     $ (0.05 )   $ 812       39,384     $ 0.02   Net (loss) income available to preferred shareholders     (54)       987     $ (0.05 )     20       987     $ 0.02   Basic net (loss) income per share   $ (2,212 )     40,401     $ (0.05 )   $ 832       40,371     $ 0.02                                                     Diluted net (loss) income per share:                                                 Net (loss) income available to common shareholders, basic   $ (2,158 )     39,414             $ 811       39,384           Impact of dilutive securities     -       -               1       31           Net (loss) income available to common shareholders, diluted     (2,158 )     39,414     $ (0.05 )     812       39,415     $ 0.02   Net (loss) income available to preferred shareholders     (54 )     987     $ (0.05 )     20       987     $ 0.02   Diluted net (loss) income per share   $ (2,212 )     40,401     $ (0.05 )   $ 832     40,402     $ 0.02

v3.24.1.1.u2

CERTAIN BALANCE SHEET DETAILS (Tables)	9 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
SCHEDULE OF INVENTORY	SCHEDULE OF INVENTORY     March 31,     June 30,       (in thousands)       March 31,     June 30,   Inventories   2024     2023   Raw materials and supplies   $ 1,224     $ 1,456   Finished goods     889       798   Total inventories   $ 2,113     $ 2,254
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT	SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT     March 31,     June 30,   Property and equipment, net   2024     2023   Manufacturing equipment   $ 1,934     $ 1,915   Land and building     575       575   Other equipment     818       784   Total property and equipment, gross     3,327       3,274   Accumulated depreciation     (2,132 )     (2,019 ) Total property and equipment, net   $ 1,195     $ 1,255
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES	SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES     March 31,     June 30,   Accounts payable and accrued expenses   2024     2023   Accounts payable   $ 2,530     $ 1,326   Taxes payable     87       97   Accrued payroll, vacation and bonus payable     676       455   Accrued operating expenses     273       893   Total   $ 3,566     $ 2,771

v3.24.1.1.u2

INTANGIBLE ASSETS (Tables)	9 Months Ended
	Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
SCHEDULE OF INTANGIBLE ASSETS	SCHEDULE OF INTANGIBLE ASSETS Intangible Assets   Weighted Average Remaining Life (in years)   Intangible Assets (Gross)     Accumulated Amortization     Intangible Asset (Net)       March 31, 2024 Intangible Assets   Weighted Average Remaining Life (in years)   Intangible Assets (Gross)     Accumulated Amortization     Intangible Asset (Net)       (dollars in thousands)   Customer relationships   2.9   $ 1,364     $ (760 )   $ 604   Brand name   1.7     402       (320 )      82   Brand name – indefinite lived   N/A     896       -       896   Recipes   1.7     1,222       (965 )      257   Internally developed software   2.2     218       (54 )      164   Total       $ 4,102     $ (2,099 )   $ 2,003     Intangible Assets   Weighted Average Remaining Life (in years)   Intangible Assets (Gross)     Accumulated Amortization     Intangible Asset (Net)       June 30, 2023 Intangible Assets   Weighted Average Remaining Life (in years)   Intangible Assets (Gross)     Accumulated Amortization     Intangible Asset (Net)       (dollars in thousands)   Customer relationships   3.7   $ 1,364     $ (630 )   $ 734   Brand name   2.5     402       (290 )     112   Brand name – indefinite lived   N/A     896       -       896   Recipes   2.5     1,222       (852 )     370   Internally developed software   3.0     218       -       218   Total       $ 4,102     $ (1,772 )   $ 2,330
SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE	Estimated 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,   Expense   2024 (remainder of the year)   $ 107   2025     419   2026     306   2027     93   2028     93   Thereafter     985   Total   $ 2,003

v3.24.1.1.u2

INVESTMENTS (Tables)	9 Months Ended
	Mar. 31, 2024
Investments, All Other Investments [Abstract]
SCHEDULE OF AVAILABLE-FOR-SALE SECURITIES RECONCILIATION	All of the Company’s short-term investments are classified as Level 1 assets and consist of the following (in thousands):  SCHEDULE OF AVAILABLE-FOR-SALE SECURITIES RECONCILIATION     March 31, 2024       Cost     Gross Unrealized Gains     Gross Unrealized Losses     Estimated Fair Value   Money market funds   $ 3,021     $          -     $ -     $ 3,021   Other short-term investments     291       1       -       292   Short-term treasury bills     990       7       -       997   Other equities - related parties     7,449       748       (877 )     7,320   Total short-term investments   $ 11,751     $ 756     $ (877 )   $ 11,630         June 30, 2023       Cost     Gross Unrealized Gains     Gross Unrealized Losses     Estimated Fair Value   Money market funds   $ 3,403     $ -     $ -     $ 3,403   Other short-term investments     280       -       (2 )     278   Short-term treasury bills     1,952       17       -       1,969   Other equities - related parties     5,972       88       (229 )     5,831   Total short-term investments   $ 11,607     $ 105     $ (231 )   $ 11,481

v3.24.1.1.u2

STOCKHOLDERS’ EQUITY (Tables)	9 Months Ended
	Mar. 31, 2024
Equity [Abstract]
SCHEDULE OF SHARE BASED COMPENSATION	SCHEDULE OF SHARE BASED COMPENSATION     Three and Nine Months Ended March 31, 2024   Expected volatility     159% - 197 % Expected term     6.3 years   Risk-Free interest rate     3.5% - 4.7 % Expected dividend yield     0 %
SCHEDULE OF SHARE BASED COMPENSATION STOCK OPTIONS	SCHEDULE OF SHARE BASED COMPENSATION STOCK OPTIONS     Stock Options       Number of Options     Weighted Average Exercise Price   Outstanding at July 1, 2023     270,000     $ 1.61   Granted     315,881     $ 1.15   Forfeited     (38,750 )   $ 1.64   Outstanding and expected to vest at March 31, 2024     547,131     $ 1.34   Exercisable as of March 31, 2024     72,912     $ 1.60
SCHEDULE OF SHARE BASED COMPENSATION RESTRICTED STOCK OUTSTANDING	The following table summarizes the restricted stock activities for the nine months ended March 31, 2024.  SCHEDULE OF SHARE BASED COMPENSATION RESTRICTED STOCK OUTSTANDING     Restricted Stock Awards       Number of RSAs     Weighted Average Grant Date Fair Value   Nonvested as of July 1, 2023     288,733     $ 1.36   Granted     447,543     $ 1.03   Canceled     (23,585 )   $ 1.06   Vested     (30,124 )   $ 1.39   Nonvested as of March 31, 2024     628,567     $ 1.15
SCHEDULE OF SHARE BASED PAYMENT ARRANGEMENT	The table below summarizes total remaining stock-based compensation for all outstanding awards (in thousands):  SCHEDULE OF SHARE BASED PAYMENT ARRANGEMENT Years Ending June 30,         Remainder of fiscal 2024   $ 111   2025     479   2026     351   2027     186   2028     17   Total stock-based compensation   $ 1,144

v3.24.1.1.u2

COMMITMENTS AND CONTINGENCIES (Tables)	9 Months Ended
	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
SCHEDULE OF FUTURE MINIMUM CONSOLIDATED LEASE PAYMENTS	Future minimum lease payments are (in thousands):  SCHEDULE OF FUTURE MINIMUM CONSOLIDATED LEASE PAYMENTS Year Ended June 30,   Operating Leases     Finance Lease   2024   $ 196     $ 4   2025     625       19   2026     309       19   2027     55       19   2028     -       19   Thereafter     -       64   Total minimum lease payments     1,185       144   Less: present value discount     (79 )     (42 ) Total lease liabilities   $ 1,106     $ 102

v3.24.1.1.u2

SEGMENT REPORTING (Tables)	9 Months Ended
	Mar. 31, 2024
Segment Reporting [Abstract]
SCHEDULE OF REVENUES FROM EXTERNAL CUSTOMERS	SCHEDULE OF REVENUES FROM EXTERNAL CUSTOMERS      2024     2023     2024     2023       Three Months Ended March 31,     Nine Months Ended March 31,       2024     2023     2024     2023   Revenue from external customers:                                 Fund management - related party   $ 4,406     $ 5,022     $ 14,453     $ 15,708   Food products     1,836       1,825       5,485       5,702   Beauty products     858       746       2,475       2,334   Security systems     650       576       1,773       1,871   Financial services (1)     130       130       385       388   Total revenue   $ 7,880     $ 8,299     $ 24,571     $ 26,003         Three Months Ended March 31,     Nine Months Ended March 31,       2024     2023     2024     2023   Net (loss) income:                                 Fund management - related party   $ 1,383     $ 1,892     $ 4,189     $ 5,459   Food products     3       (34 )     200       184   Beauty products     (184 )     (133 )     (627 )     (194 ) Security systems     98       73       219       253   Financial services (1)     (1,398 )     (986 )     (4,398 )     (2,328 ) Corporate headquarters     (431 )     (659 )     (1,795 )     (2,542 ) Total net (loss) income   $ (529 )   $ 153     $ (2,212 )   $ 832     (1) Financial services includes Marygold and Marygold UK. The amount of net loss reclassified from “Corporate headquarters” to “Financial services” was $1.0 million and $2.4 million for the three and nine months ended March 31, 2023, respectively, relative to the presentation in the March 31, 2023 Form 10-Q.

v3.24.1.1.u2

SCHEDULE OF CONCENTRATION RISK (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Jun. 30, 2023
Product Information [Line Items]
Accounts receivable	$ 2,489		$ 2,489		$ 3,026
Related Party [Member]
Product Information [Line Items]
Accounts receivable	$ 1,490		$ 1,490		$ 1,674
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Wainwright [Member]
Product Information [Line Items]
Concentration risk percentage	100.00%	100.00%	100.00%	100.00%
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Wainwright [Member] | Related Party [Member]
Product Information [Line Items]
Revenues	$ 4,406	$ 5,022	$ 14,453	$ 15,708
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Wainwright [Member] | Customers Related To The USO Fund [Member]
Product Information [Line Items]
Concentration risk percentage	36.00%	37.00%	35.00%	44.00%
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Wainwright [Member] | Customers Related To The USO Fund [Member] | Related Party [Member]
Product Information [Line Items]
Revenues	$ 1,583	$ 1,875	$ 5,062	$ 6,901
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Wainwright [Member] | Customers Related To The UNG Fund [Member]
Product Information [Line Items]
Concentration risk percentage	28.00%	26.00%	31.00%	18.00%
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Wainwright [Member] | Customers Related To The UNG Fund [Member] | Related Party [Member]
Product Information [Line Items]
Revenues	$ 1,225	$ 1,307	$ 4,462	$ 2,865
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Wainwright [Member] | Customers Related To The UMI Fund [Member]
Product Information [Line Items]
Concentration risk percentage	11.00%	8.00%	10.00%	7.00%
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Wainwright [Member] | Customers Related To The UMI Fund [Member] | Related Party [Member]
Product Information [Line Items]
Revenues	$ 490	$ 396	$ 1,418	$ 1,137
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Wainwright [Member] | All Other Customers [Member]
Product Information [Line Items]
Concentration risk percentage	25.00%	29.00%	24.00%	31.00%
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Wainwright [Member] | All Other Customers [Member] | Related Party [Member]
Product Information [Line Items]
Revenues	$ 1,108	$ 1,444	$ 3,511	$ 4,805
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Wainwright [Member]
Product Information [Line Items]
Concentration risk percentage			100.00%		100.00%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Wainwright [Member] | Related Party [Member]
Product Information [Line Items]
Accounts receivable	1,490		$ 1,490		$ 1,674
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Wainwright [Member] | Customers Related To The USO Fund [Member]
Product Information [Line Items]
Concentration risk percentage			35.00%		36.00%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Wainwright [Member] | Customers Related To The USO Fund [Member] | Related Party [Member]
Product Information [Line Items]
Accounts receivable	519		$ 519		$ 596
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Wainwright [Member] | Customers Related To The UNG Fund [Member]
Product Information [Line Items]
Concentration risk percentage			27.00%		33.00%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Wainwright [Member] | Customers Related To The UNG Fund [Member] | Related Party [Member]
Product Information [Line Items]
Accounts receivable	409		$ 409		$ 554
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Wainwright [Member] | Customers Related To The UMI Fund [Member]
Product Information [Line Items]
Concentration risk percentage			12.00%		8.00%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Wainwright [Member] | Customers Related To The UMI Fund [Member] | Related Party [Member]
Product Information [Line Items]
Accounts receivable	174		$ 174		$ 140
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Wainwright [Member] | All Other Customers [Member]
Product Information [Line Items]
Concentration risk percentage			26.00%		23.00%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Wainwright [Member] | All Other Customers [Member] | Related Party [Member]
Product Information [Line Items]
Accounts receivable	$ 388		$ 388		$ 384

v3.24.1.1.u2

ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative)	9 Months Ended
	Mar. 31, 2024
Uscf Investments Inc [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Subsidiary contributed percentage	55.00%
Uscf Investments Inc [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Subsidiary contributed percentage	60.00%
Gourmet Foods Ltd [Member]
Property, Plant and Equipment [Line Items]
Subsidiary contributed percentage	22.00%
Brigadier Security Systems Ltd [Member]
Property, Plant and Equipment [Line Items]
Subsidiary contributed percentage	7.00%
Kahnalytics Inc [Member]
Property, Plant and Equipment [Line Items]
Subsidiary contributed percentage	9.00%
Mary Gold Co [Member]
Property, Plant and Equipment [Line Items]
Subsidiary contributed percentage	2.00%

v3.24.1.1.u2

SCHEDULE OF EARNINGS PER SHARE, BASIC AND DILUTED (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Net (loss) income per common share
Net (loss) income available to common shareholders	$ (516)	$ 149	$ (2,158)	$ 812
Net (loss) income available to common shareholders, shares	39,414	39,384	39,414	39,384
Net (loss) income available to common shareholders, per share	$ (0.01)	$ 0.00	$ (0.05)	$ 0.02
Net (loss) income available to preferred shareholders	$ (13)	$ 4	$ (54)	$ 20
Net (loss) income available to preferred shareholders, shares	987	987	987	987
Net (loss) income available to preferred shareholders, per share	$ (0.01)	$ 0.00	$ (0.05)	$ 0.02
Basic net (loss) income per share	$ (529)	$ 153	$ (2,212)	$ 832
Basic net (loss) income per share, shares	40,401	40,371	40,401	40,371
Basic net (loss) income per share	$ (0.01)	$ 0.00	$ (0.05)	$ 0.02
Net (loss) income available to common shareholders, basic	$ (516)	$ 149	$ (2,158)	$ 811
Net (loss) income available to common shareholders basic, shares	39,414	39,383	39,414	39,384
Impact of dilutive securities				$ 1
Impact of dilutive securities, shares		68		31
Net (loss) income available to common shareholders, diluted	$ (516)	$ 149	$ (2,158)	$ 812
Net (loss) income available to common shareholders diluted, shares	39,414	39,451	39,414	39,415
Net (loss) income available to common shareholders diluted, per share	$ (0.01)	$ 0.00	$ (0.05)	$ 0.02
Net (loss) income available to preferred shareholders	$ (13)	$ 4	$ (54)	$ 20
Net (loss) income available to preferred shareholders, shares	987	987	987	987
Net (loss) income available to preferred shareholders, per share	$ (0.01)	$ 0.00	$ (0.05)	$ 0.02
Diluted net (loss) income per share	$ (529)	$ 153	$ (2,212)	$ 832
Diluted net (loss) income per share, shares	40,401	40,438	40,401	40,402
Earnings Per Share, Diluted	$ (0.01)	$ 0.00	$ (0.05)	$ 0.02

v3.24.1.1.u2

BASIC AND DILUTED NET EARNINGS PER SHARE (Details Narrative) - shares	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Net (loss) income per common share
Antidilutive securities excluded from computation of earnings per share, amount, shares	1,312,198	364,196	1,312,198	364,196

v3.24.1.1.u2

SCHEDULE OF INVENTORY (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Raw materials and supplies	$ 1,224	$ 1,456
Finished goods	889	798
Total inventories	$ 2,113	$ 2,254

v3.24.1.1.u2

SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Jun. 30, 2023
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	$ 3,327	$ 3,274
Accumulated depreciation	(2,132)	(2,019)
Total property and equipment, net	1,195	1,255
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	1,934	1,915
Land and Building [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	575	575
Other Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	$ 818	$ 784

v3.24.1.1.u2

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accounts payable	$ 2,530	$ 1,326
Taxes payable	87	97
Accrued payroll, vacation and bonus payable	676	455
Accrued operating expenses	273	893
Total	$ 3,566	$ 2,771

v3.24.1.1.u2

CERTAIN BALANCE SHEET DETAILS (Details Narrative) - USD ($) $ in Thousands	9 Months Ended
	Mar. 31, 2024	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Other Assets, Current	$ 3,094	$ 904
Deposits	$ 1,800
Equity interest percentage	9.90%

v3.24.1.1.u2

SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Mar. 31, 2024	Jun. 30, 2023
Finite-Lived Intangible Assets [Line Items]
Intangible Assets (Gross)	$ 4,102	$ 4,102
Accumulated Amortization	2,099	1,772
Intangible Asset (Net)	2,003	2,330
Finite-Lived Intangible Assets, Accumulated Amortization	(2,099)	(1,772)
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible Assets (Gross)	1,364	1,364
Accumulated Amortization	760	630
Intangible Asset (Net)	604	734
Finite-Lived Intangible Assets, Accumulated Amortization	$ (760)	$ (630)
Weighted average remaining life (in years)	2 years 10 months 24 days	3 years 8 months 12 days
Brand Name [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible Assets (Gross)	$ 402	$ 402
Accumulated Amortization	320	290
Intangible Asset (Net)	82	112
Finite-Lived Intangible Assets, Accumulated Amortization	$ (320)	$ (290)
Weighted average remaining life (in years)	1 year 8 months 12 days	2 years 6 months
Brand Name Indefinite Lived [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible Assets (Gross)	$ 896	$ 896
Accumulated Amortization
Intangible Asset (Net)	896	896
Finite-Lived Intangible Assets, Accumulated Amortization
Recipes [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible Assets (Gross)	1,222	1,222
Accumulated Amortization	965	852
Intangible Asset (Net)	257	370
Finite-Lived Intangible Assets, Accumulated Amortization	$ (965)	$ (852)
Weighted average remaining life (in years)	1 year 8 months 12 days	2 years 6 months
Software Development [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible Assets (Gross)	$ 218	$ 218
Accumulated Amortization	54
Intangible Asset (Net)	164	218
Finite-Lived Intangible Assets, Accumulated Amortization	$ (54)
Weighted average remaining life (in years)	2 years 2 months 12 days	3 years

v3.24.1.1.u2

SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
2024 (remainder of the year)	$ 107
2025	419
2026	306
2027	93
2028	93
Thereafter	985
Total	$ 2,003	$ 2,330

v3.24.1.1.u2

INTANGIBLE ASSETS (Details Narrative) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of Intangible Assets	$ 0.1	$ 0.1	$ 0.3	$ 0.3

v3.24.1.1.u2

SCHEDULE OF AVAILABLE-FOR-SALE SECURITIES RECONCILIATION (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Jun. 30, 2023
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Cost	$ 11,751	$ 11,607
Gross unrealized gains	756	105
Gross unrealized losses	(877)	(231)
Estimated fair value	11,630	11,481
Money Market Funds [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Cost	3,021	3,403
Gross unrealized gains
Gross unrealized losses
Estimated fair value	3,021	3,403
Other Short Term Investments [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Cost	291	280
Gross unrealized gains	1
Gross unrealized losses		(2)
Estimated fair value	292	278
US Treasury and Government Short-Term Debt Securities [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Cost	990	1,952
Gross unrealized gains	7	17
Gross unrealized losses
Estimated fair value	997	1,969
Other Equities - Related Parties [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Cost	7,449	5,972
Gross unrealized gains	748	88
Gross unrealized losses	(877)	(229)
Estimated fair value	$ 7,320	$ 5,831

v3.24.1.1.u2

INVESTMENTS (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Jun. 30, 2023
Unrealized gains (losses) on investments	$ 300	$ (100)	$ (160)	$ (77)
Unrealized gains (losses) on investments	(300)	$ 100	160	77
Equity securities without readily determinable fair value, amount	500		500		$ 500
Maximum [Member]
Unrealized gains (losses) on investments			100	100
Unrealized gains (losses) on investments			(100)	$ (100)
USCF Gold Strategy Plus Income Fund [Member] | USCF Advisers [Member]
Investment Owned, Fair Value	1,300		1,300		1,300
USCF Sustainable Battery Metals Strategy Fund [Member] | USCF Advisers [Member]
Investment Owned, Fair Value	400		400		1,900
USCF Energy Commodity Strategy Absolute Return Fund [Member] | USCF Advisers [Member]
Investment Owned, Fair Value	3,200		3,200		$ 2,600
USCF Sustainable Commodity Strategy Fund [Member] | USCF Advisers [Member]
Investment Owned, Fair Value	$ 2,300		$ 2,300

v3.24.1.1.u2

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Jun. 30, 2023
Related Party Transaction [Line Items]
Carrying Costs, Property and Exploration Rights			$ 300,000
License fee expenses	$ 500,000
USCF and USCF Advisers [Member]
Related Party Transaction [Line Items]
Revenues	4,400,000	$ 5,000,000.0	14,500,000	$ 15,700,000
Accounts receivable due from related parties	$ 1,500,000		$ 1,500,000		$ 1,700,000
Percentage of outstanding shares of investment	62.00%		62.00%		68.00%
USCF and USCF Advisers [Member] | USCF Gold Strategy Plus Income Fund [Member] | GLDX [Member]
Related Party Transaction [Line Items]
Investments	$ 1,300,000		$ 1,300,000		$ 1,300,000
USCF and USCF Advisers [Member] | USCF Energy Commodity Strategy Absolute Return Fund [Member] | ZSB [Member]
Related Party Transaction [Line Items]
Investments	400,000		400,000		1,900,000
USCF and USCF Advisers [Member] | USCF Energy Commodity Strategy Absolute Return Fund [Member] | USE [Member]
Related Party Transaction [Line Items]
Investments	3,200,000		3,200,000		2,600,000
USCF and USCF Advisers [Member] | USCF Energy Commodity Strategy Absolute Return Fund [Member] | ZSC [Member]
Related Party Transaction [Line Items]
Investments	2,300,000		2,300,000		$ 0
ZSB And ZSC [Member]
Related Party Transaction [Line Items]
Carrying Costs, Property and Exploration Rights			800,000
License fee expenses	$ 200,000		$ 300,000

v3.24.1.1.u2

SCHEDULE OF SHARE BASED COMPENSATION (Details)	3 Months Ended	9 Months Ended
	Mar. 31, 2024	Mar. 31, 2024
Equity [Abstract]
Expected volatility, minimum	159.00%	159.00%
Expected volatility, maximum	197.00%	197.00%
Expected term	6 years 3 months 18 days	6 years 3 months 18 days
Risk-Free interest rate, minimum	3.50%	3.50%
Risk-Free interest rate, maximum	4.70%	4.70%
Expected dividend yield	0.00%	0.00%

v3.24.1.1.u2

SCHEDULE OF SHARE BASED COMPENSATION STOCK OPTIONS (Details) - $ / shares shares in Thousands	9 Months Ended
	Mar. 31, 2024
Equity [Abstract]
Outstanding, stock options, beginning	270,000
Weighted average exercise price, outstanding beginning	$ 1.61
Outstanding, stock options, granted	315,881
Weighted average exercise price, outstanding granted	$ 1.15
Outstanding, stock options, forfeited	(38,750)
Weighted average exercise price, outstanding forfeited	$ 1.64
Outstanding, stock options, ending	547,131
Weighted average exercise price, outstanding ending	$ 1.34
Outstanding, stock options, exercisable	72,912
Weighted average exercise price, outstanding exercisable	$ 1.60

v3.24.1.1.u2

SCHEDULE OF SHARE BASED COMPENSATION RESTRICTED STOCK OUTSTANDING (Details) - Restricted Stock [Member] shares in Thousands	9 Months Ended
	Mar. 31, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Nonvested, restricted stock number (in shares), beginning balance | shares	288,733
Beginning balance, restricted stock weighted average grant date fair value (in dollars per share) | $ / shares	$ 1.36
Nonvested, restricted stock number (in shares), granted | shares	447,543
Granted, restricted stock weighted average grant date fair value (in dollars per share) | $ / shares	$ 1.03
Nonvested, restricted stock number (in shares), canceled | shares	(23,585)
Canceled, restricted stock weighted average grant date fair value (in dollars per share) | $ / shares	$ 1.06
Nonvested, restricted stock number (in shares), vested | shares	(30,124)
Vested, restricted stock weighted average grant date fair value (in dollars per share) | $ / shares	$ 1.39
Nonvested, restricted stock number (in shares), ending balance | shares	628,567
Ending balance, restricted stock weighted average grant date fair value (in dollars per share) | $ / shares	$ 1.15

v3.24.1.1.u2

SCHEDULE OF SHARE BASED PAYMENT ARRANGEMENT (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Equity [Abstract]
Remainder of fiscal 2024	$ 111
2025	479
2026	351
2027	186
2028	17
Total stock-based compensation	$ 1,144

v3.24.1.1.u2

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock options granted			315,881,000
Share-based payment arrangement, nonvested award, cost not yet recognized, amount	$ 1,144,000		$ 1,144,000
Recognized over remaining weighted average period			2 years 10 months 24 days
Restricted Stock Awards [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based payment arrangement, nonvested award, cost not yet recognized, amount	$ 600,000		$ 600,000
Recognized over remaining weighted average period			2 years 10 months 24 days
Number of shares granted	0		447,543
Weighted average grant date fair value per share	$ 1.03		$ 1.03
Total fair value grant	$ 500,000		$ 500,000
Share-based compensation srrangement by share-based payment award, equity instruments other than options, aggregate intrinsic value, outstanding	900,000		900,000
Share-based payment arrangement, expense	$ 100,000	$ 0	$ 200,000	$ 100,000
Omnibus Equity Incentive Plan 2021 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock options granted	0		315,881
Weighted average grant date fair values	$ 1.11		$ 1.11
Omnibus Equity Incentive Plan 2021 [Member] | Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based payment arrangement, nonvested award, cost not yet recognized, amount	$ 500,000		$ 500,000
Recognized over remaining weighted average period			3 years 3 months 18 days
Weighted average remaining contractual life of outstanding stock options			9 years 1 month 6 days

v3.24.1.1.u2

BUSINESS COMBINATION (Details Narrative) - Tiger Financial and Asset Management Ltd [Member] - Marygold and Co (UK) Limited [Member] - USD ($) $ in Millions	Jan. 31, 2024	Aug. 17, 2021	Mar. 31, 2023
Business Acquisition [Line Items]
Business combination, price of acquisition, expected		$ 2.9
Business combination, consideration payable			$ 0.6
Business combination, consideration arrangements, maximum downward adjustment, liability			0.6
Business combination, consideration arrangements, maximum downward adjustment, liability			$ 0.1
Business combination remaining payment amount	$ 0.6

v3.24.1.1.u2

INCOME TAXES (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Unrecognized tax benefits	$ 300,000		$ 300,000
Unrecognized tax benefits penalties and interest expense	$ 0	$ 0	$ 0	$ 0

v3.24.1.1.u2

SCHEDULE OF FUTURE MINIMUM CONSOLIDATED LEASE PAYMENTS (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2024, Operating Leases	$ 196
2024, Finance Lease	4
2025, Operating Leases	625
2025, Finance Lease	19
2026, Operating Leases	309
2026, Finance Lease	19
2027, Operating Leases	55
2027, Finance Lease	19
2028, Operating Leases
2028, Finance Lease	19
Thereafter, Operating Leases
Thereafter, Finance Lease	64
Total minimum lease payments, Operating Leases	1,185
Total minimum lease payments, Finance Lease	144
Less: present value discount, Operating Leases	(79)
Less: present value discount, Finance Lease	(42)
Total lease liabilities, Operating Leases	1,106
Total lease liabilities, Finance Lease	$ 102

v3.24.1.1.u2

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Purchase Commitment, Excluding Long-Term Commitment [Line Items]
Operating lease, expense	$ 0.2	$ 0.6	$ 0.2	$ 0.6
Operating Lease, Weighted Average Remaining Lease Term	1 year 6 months		1 year 6 months
Operating Lease, Weighted Average Discount Rate, Percent	5.60%		5.60%
Finance Lease, Weighted Average Remaining Lease Term	7 years 8 months 12 days		7 years 8 months 12 days
Finance lease annual interest rate	7.00%		7.00%
Carrying Costs, Property and Exploration Rights			$ 0.3
Proceeds from License Fees Received	$ 0.5
Defined Contribution Plan, Cost		$ 0.1	0.2	$ 0.2
Primary Service Vendors [Member]
Purchase Commitment, Excluding Long-Term Commitment [Line Items]
Purchase obligation	0.9		0.9
Number of shares issue			0.4
Purchase obligation, to be paid, year two	$ 0.5		$ 0.5

v3.24.1.1.u2

SCHEDULE OF REVENUES FROM EXTERNAL CUSTOMERS (Details) - USD ($) $ in Thousands		3 Months Ended						9 Months Ended
		Mar. 31, 2024	Dec. 31, 2023	Sep. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Mar. 31, 2024	Mar. 31, 2023
Segment Reporting Information [Line Items]
Total revenue		$ 7,880			$ 8,299			$ 24,571	$ 26,003
Total net (loss) income		(529)	$ (1,183)	$ (500)	153	$ 182	$ 497	(2,212)	832
Operating Segments [Member]
Segment Reporting Information [Line Items]
Total revenue		7,880			8,299			24,571	26,003
Total net (loss) income		(529)			153			(2,212)	832
Fund Management [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Total revenue		4,406			5,022			14,453	15,708
Total net (loss) income		1,383			1,892			4,189	5,459
Food Products [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Total revenue		1,836			1,825			5,485	5,702
Total net (loss) income		3			(34)			200	184
Beauty Products [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Total revenue		858			746			2,475	2,334
Total net (loss) income		(184)			(133)			(627)	(194)
Security Systems [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Total revenue		650			576			1,773	1,871
Total net (loss) income		98			73			219	253
Financial Services [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Total revenue	[1]	130			130			385	388
Total net (loss) income	[1]	(1,398)			(986)			(4,398)	(2,328)
Corporate Headquarters [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Total net (loss) income		$ (431)			$ (659)			$ (1,795)	$ (2,542)
[1] Financial services includes Marygold and Marygold UK. The amount of net loss reclassified from “Corporate headquarters” to “Financial services” was $1.0 million and $2.4 million for the three and nine months ended March 31, 2023, respectively, relative to the presentation in the March 31, 2023 Form 10-Q.

v3.24.1.1.u2

SCHEDULE OF REVENUES FROM EXTERNAL CUSTOMERS (Details) (Parenthetical) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Mar. 31, 2023	Mar. 31, 2023
Segment Reporting [Abstract]
Financial services	$ 1.0	$ 2.4

v3.24.1.1.u2

SUBSEQUENT EVENTS (Details Narrative) - Step By Step Financial Planners Limited [Member] - Marygold and Co (UK) Limited [Member] - Subsequent Event [Member] $ in Millions	Apr. 30, 2024 USD ($)
Subsequent Event [Line Items]
Business combination, price of acquisition, expected	$ 1.1
Payments of business	0.7
Payments of business	0.4
Assets under management value	$ 35.0

---